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2017-18

ANNUAL REPORT

Passion
Perfection
Performance
Contents

A. Corporate Overview

View or download this report at


01
02 About Shalby Limited
32
www.shalby.org/investors/
Annual Reports 04 Shalby’s decadal track record
05 Awards and accolades
06 Our journey over the years
07 Numbers vindicating our growth over the last 10 years
08 From the Chairman and Managing Director’s desk
10 What makes Shalby unique
12 Indian healthcare industry and its changing dynamics
14 How our passion and perfection at
work has resulted in a sustainable performance
16 Our unique business model
18 Our low cost yet relevant expansion model
20 Where lies our expertise
22 Unleveraged Balance Sheet
24 Brand Shalby
25 What Shalby stands for
26 Our people strategy
28 Excitement and expansion ahead – growth drivers of our business
32 Corporate information
Forward-looking statements/
Cautionary statement

B.
In this annual report, we have disclosed
forward-looking information to enable
investors comprehend our prospects
and take informed investment decisions. Statutory Reports

33 77
This report and other statements –
written and oral – that we periodically
produce/publish, may contain
forward-looking statements that set
33 Management Discussion and Analysis
out anticipated results based on the
management’s plans and assumptions. 40 Directors’ Report
We have tried wherever possible to 66 Corporate Governance Report
identify such statements by using words
such as ‘anticipates’, ‘estimates’, ‘expects’,
‘projects’, ‘intends’, ‘plans’, ‘believes’

C.
and words of similar substance in
connection with any discussion of future
performance. We cannot guarantee
that these forward-looking statements Financial Statements

78 233
would be fully realised, although we
believe we have been prudent in our
assumptions. The achievement of results
is subject to risks, uncertainties and 78 Standalone
even inaccurate assumptions. If known
or unknown risks or uncertainties 158 Consolidated
materialise, or if underlying assumptions
prove inaccurate, actual results could

D.
vary materially from those anticipated,
estimated or projected. We undertake
no obligation to publicly update any
forward-looking statements, whether Notice

234 240
as a result of new information, future
events or otherwise.
The healthcare business in India is
undergoing a paradigm shift.
Gone are the days when healthcare
comprised mainly of Government
and Charitable institutes. Today,
private healthcare delivery is one
of the biggest opportunity and
growing rapidly.
Driven by fast-growing and affluent middle-class demanding quality
healthcare, increasing government spends and the unprecedented
surge of insurance players, the healthcare sector today presents a
colossal opportunity.

Capitalising on this huge potential will require prudence, pragmatism


and perseverance. But what will separate the winners with those who
also have PASSION. PERFECTION. PERFORMANCE.

And it is precisely our PASSION. PERFECTION. PERFORMANCE. that make


us the preferred proxy for growth in the Indian healthcare space:
The passion of Dr. Vikram Shah that has now become Shalby’s passion
The perfection to every aspect and minutest details that has made
Shalby a respected brand
The performance driven by optimised capex and opex and among
the best ROCE and ROE
With an unleveraged balance sheet, material operating leverage and a
low-cost, relevant expansion plan in place, Shalby has the right growth
drivers to unlock the immense organic as well as acquisitive growth
potential as it continues with persistence and patience, with...

PASSION. PERFECTION. PERFORMANCE.


About Shalby Limited

Our legacy

Established in 1994 by
Knowing our founder Zimmer Inc., USA. His list of awards and
Dr. Vikram I. Shah in Dr. Vikram Shah, a renowned orthopaedic accolades include:
Ahmedabad, Gujarat, surgeon, with higher education from Felicitated at Times group ‘Man of
Shalby started its prestigious universities in the UK and the Year’ award for his outstanding
Europe, is the founder and has been
journey as a tertiary and the Chairman and Managing Director
contributions in the field of orthopaedic
with 1,00,000 joint replacement surgeries
quaternary healthcare of Shalby Limited since inception. He at Shalby group of hospitals (2018)
service provider with heads the Orthopaedics Department at
Double Helical Award for the innovation
Shalby Hospital. His list of innovations are
an aim to provide easy exemplary. In 2011, Dr. Shah innovated
of the ‘0 Technique’ (2017)
and affordable yet the zero ‘0 technique’ that has resulted Hercules Award – The Gujarat Innovation
Society (2014)
qualitatively consistent in the reduction of surgery time from 2.5
hours to 22 minutes and patients’ hospital Nilkanth Patang Nagar Pratibha Award
healthcare services stay from 15 days to 3 days. He innovated – AMC and Dharmadev Infrastructure
to patients across the OS Needle, which is thick bore reverse (2012)
economic segments. cutting needle used in attaching soft Pathbreaking services in the field of Joint
tissues to the bone. Before this innovation, Replacement and Orthopaedic Surgery
surgeons had to use complicated soft tissue for 15 years – Rotary International (2009)
procedures that had a very high failure
Outstanding work in the medical field by
rate. This OS Needle can be easily attached
Ahmedabad Medical Association (2005)
with the commonly available vicryl thread.
Besides being CMD at Shalby, Dr. Shah has Dr. B. C. Roy International Award for Joint
held many other prestigious positions. In Replacement Surgery (2003)
2009-10 he was the President of Indian Stewarded by one of the doyens
Society of Hip & Knee Surgeons (ISHKS) of the Indian healthcare industry,
and is currently a part of joint international Dr. Vikram Shah and ably assisted by a
faculty for development of new joints by team of qualified professionals, Shalby

02 Shalby Multi-Specialty HospitalS


Corporate Overview

Today’s Shalby
Over the past two decades, Shalby has grown from one
multi-specialty hospital in 2007 to 11 multi-specialty
hospitals across different states in India. Shalby is world Our Mission
renowned for its strength in orthopaedics procedures such Leveraging global leadership in
Joint replacement to establish
as complex joint replacement surgeries and along with it, it multi-specialty care across
has focussed on developing itself in the fields of tertiary and geographies
quaternary specialties like cardiology, neurology, oncology,
bariatrics, liver and renal transplants etc. With such sustained
growth, the Company not just cemented its reputation in
Our Vision
India, as one of the leading multi-specialty chain of hospitals,
Exceeding expectation
but also made its presence felt outside India in countries like from health
Ethiopia, Kenya, Tanzania, UAE, Bangladesh and Cambodia
among others through its outpatient clinics (OPDs) and
Shalby Arthroplasty Centre of Excellence (SACEs) - shared
surgery centres within third-party hospitals.
constantly explores ways and means foothold in western and central India with with 317 consultants and 386 doctors
to enhance offtake, optimize its capex its 11 multi-specialty hospitals. Further, consisting of 353 full time and 33 part
and opex expenses, widen reach and the Company has made its presence felt time along with more than 500 outsourced
deploy technologies that bolster cost- across 35 cities in 9 different states in India staff. The Company over the years has
competitiveness. with its 40 operational outpatient clinics successfully conducted more than 1,00,000
whereas the Company’s SACE services are surgeries, provided healthcare services
The result: Shalby has conducted more
operational in 7 cities spread across 6 states to more than 12,00,000 patients and has
than 1,00,000 surgeries, and provided
in India. Shalby’s international footprint is successfully conducted 15% (in terms
healthcare services to more than 12,00,000
spread across Africa, UAE, Bangladesh and of market share) of all joint replacement
patients (1,60,000+ inpatients and
Cambodia consisting of 6 outpatient clinics surgeries conducted by corporate hospitals
10,40,000+ outpatients). Shalby grew its in India in 2016.
and 1 SACE in Africa, 2 SACE in the UAE and
revenue 85 times since FY 2004-05.
1 outpatient clinic each in Bangladesh and Where we are listed
Where we are Cambodia. Company has embarked on the Shalby’s shares are listed and actively
Headquartered in Ahmedabad, India, journey of setting up new multi-specialty traded on the Bombay Stock Exchange
Shalby has its presence both within hospitals in Western and Central India. (BSE) and National Stock Exchange (NSE)
India and abroad through its network of in India, with a market capitalization of
hospitals, Outpatient Clinics and SACE Our capacities
11 multi-specialty hospitals of Shalby with ` 2,207.18 crore as on March 31, 2018. The
located in India, Africa, Middle East, promoters held 79.41% of the Company’s
a total capacity of 2,012 beds with a team
Bangladesh and Cambodia. equity capital at the close of FY 2017-18.
strength of 3,400+ consisting of 2,223
Focussing majorly on the Tier I and Tier employees comprising of 865 nurses, 368
II cities, Shalby already has a strong paramedical and 990 support staff along

Annual Report 2017-18 03


Shalby’s decadal track record

Particulars 2008-09 2009-10 2010-11 2011-12 2012-13 2013-14 2014-15 2015-16 2016-17 2017-18

Bed Capacity (Nos.) 228 228 228 308 674 674 907 1,295 2,012 2,012

Operational Beds
194 194 194 235 443 455 593 823 781 1,150
(Nos.)

Bed utilisation 85% 85% 85% 76% 66% 68% 65% 64% 39% 57%

Total doctors 47 67 81 89 111 144 170 242 297 386

Patients treated 24,539 40,268 52,069 64,901 1,26,267 1,42,590 1,45,968 1,73,449 1,91,223 2,55,937

ARPOB (`) 27,169 27,014 31,443 36,296 40,838 39,349 39,904 34,173 32,671 31,564

Total Revenue
745 1,030 1,332 1,685 2,307 2,610 2,776 2,927 3,305 3,923
(` Mn)

International
12 8 96 126 126 140 187 128 139 131
Revenue (` Mn)

Domestic Revenue
733 1,022 1,236 1,559 2,181 2,470 2,589 2,799 3,166 3,792
(` Mn)

EBIDTA (` Mn) 107 142 262 439 482 660 687 579 778 925

EBIDTA 14% 14% 20% 26% 21% 25% 25% 20% 24% 24%

04 Shalby Multi-Specialty HospitalS


Corporate Overview

Awards and accolades

2018
“Times Man of the
Year“ award from TOI to
Dr. Vikram I. Shah
“The Luminary” award from
Divya Bhaskar, a leading
vernacular daily published
from Ahmedabad to
Dr. Vikram I. Shah and
Dr. Darshini Shah for their
contributions in the fields
of Orthopaedics and Dental
Implantology, respectively.

2017
“Best CSR Initiative in
Healthcare” award for
the project “Healthcare
at Doorsteps” at the 7th
Healthcare Leaders Forum,
New Delhi.

Annual Report 2017-18 05


Our journey over the years

1994

Shalby embarked on its


journey by setting up
6-bedded hospital at
Vijay Shalby, Ahmedabad 2004

In the journey of 10 years, Shalby


grew its revenue by 100 times
2007

Shalby successfully operationalised


its first multi-specialty hospital
of the group at SG Shalby,
Ahmedabad 2011

2012 Innovation of Zero “0” technique

Acquired Krishna Shalby, Ahmedabad


and Vapi Shalby 2015

Ÿ Commissioned Shalby Indore and


Shalby Jabalpur
2017 Ÿ Acquired Shalby Mohali

Ÿ Shalby’s shares got listed on NSE and BSE


Ÿ Reached bed capacity of 2,012 from 228 in
FY 2007-08
Ÿ Commenced three units: Jaipur, Naroda
and Surat

06 Shalby Multi-Specialty HospitalS


Corporate Overview

Numbers vindicating our growth


over the last 10 years

Multi-specialty hospital

2008-09 2017-18
5.5x Bed capacity

2008-09 2017-18
8.8x
2 11 228 2,012
Facilitating the extension of our presence from Facilitating larger market share and mindshare.
West India to Western, Northern and Central India.

Revenue (` in Mn)

2008-09 2017-18
5.3x EBITDA (` in Mn)

2008-09 2017-18
8.6x
745 3,923 107 925
Facilitating the long-term sustainable growth Facilitating to earn one of the highest margins in
of the Company. the Industry.

ARPOB (average revenue per occupied bed)

2008-09 2017-18
Doctors

2008-09 2017-18
8.2x
` 27,169 ` 31,564 47 doctors 386 doctors
Facilitating to earn one of the highest revenue per bed Facilitating the creation of diverse capabilities.
in the industry.

Patients treated (IP and OP)

2008-09 2017-18
10.2x Successfully conducted surgeries

2008-09 2017-18
6.3x
24,500+ 2,50,000+ 2,750 17,554
Facilitating the creation of trust among patients. Facilitating the creation of patient’s trust and build
a strong brand image.

Gross block (` in Mn)

2008-09 2017-18
16.2x Net Debt / Cash (` in Mn)

2008-09 2017-18
457 7,383 10 Net Debt 27 Net Cash
Facilitating consistent and focussed capacity creation. Facilitating consistent and largely debt-neutral
capacity growth.

Annual Report 2017-18 07


From the Chairman and
Managing Director’s desk
Starting with just one hospital with six beds,
Shalby has transformed into a chain of multi-
specialty hospitals in just two and a half decades.
It is our vision-to provide quality yet affordable
healthcare services to the people across the
globe by innovating, adapting and imbibing
world’s best technologies. This is what has driven
us for so many years and would continue to
motivate us for the years ahead.

We have always strived to be the best in


whatever we did – whether it’s selecting the land
parcel, constructing hospital buildings, planning
and designing the interior, selecting the mix
of equipment or deciding in which area of
healthcare to specialise in. This never-settle-for-
less attitude of ours has allowed us to deliver on
our promise of providing world-class healthcare
services and usher in positive change in the lives
of millions we touch every day. As we turn 25,
Shalby is all the more keen on keeping up the
good work by working with renewed passion and
perfection, by providing incremental returns into
Dear shareholders, the hands of our stakeholders and by climbing

At Shalby, we are driven Staying true to our ethos of new heights.

providing our patients with Indian healthcare industry


by one singular vision At this juncture I feel that the Indian healthcare
- to provide quality yet the best-in-class healthcare industry is standing at an inflection point. Yes, it’s

affordable healthcare services, at Shalby, we tried true that the public healthcare system is under a
lot of pressure largely owing to that fact that it
services to the people to offer world-class yet has to cater to a large number of people because

across the globe by affordable healthcare services of the ever-growing population. Moreover, with
the majority of them living below the poverty
innovating, adapting and facilities to our patients. line comes the question of affordability. The
severe imbalance between the urban and the
and imbibing world’s Thus emerging amongst the rural public healthcare system, lack of healthcare
best technologies. largest and most profitable spending on the part of the government and lack
of professional doctors and other paramedic staff
multi-specialty healthcare have compounded the problem further. ~50% of
Dr. Vikram Shah organisation in FY 2017-18. all villagers in India have no or very little access
to proper healthcare facilities. These numbers,
Chairman and Managing Director,
albeit unsettling, do indicate that if one can attain
Shalby Limited and Head of the
the right mix of services along with an affordable
Department of Orthopaedics cost structure, there’s an ocean of opportunities
for the organised players in the sector to explore.

Despite being one of the largest sector in


India in terms of revenue and employment,
the government’s budgetary allocation for
healthcare in FY 2018-19 is only ` 52,800 crore
compared to ` 5.97 lakh crore for infrastructure
and financial sector development.

08 Shalby Multi-Specialty HospitalS


Corporate Overview

Access to capital has been one of the biggest service providers and the service seekers. The which does not involve any fixed rentals, has
roadblocks to the growth of the Indian National Health Protection Mission is the largest further enabled us to keep the set-up cost
healthcare sector. Today, the Indian Government government-funded healthcare programme in within check.
spends only ~1% of its GDP on healthcare, which the world and would cover ~100 million poverty-
is among the lowest globally for any country. stricken families in the country with insurance We focussed on the optimal usage of the real
Along with building highways, firing up our policies of up to ` 5 lakh per family per year for estate by cutting down on common areas and
power plants and ensuring there is a roof over meeting secondary and tertiary medical care empty spaces, thus resulting in 30% more beds
every Indian’s head, there is a need to focus on expenses. Other factors like rising income levels, to accommodate patients. In terms of equipment
healthcare in the country. a growing Indian middle class, a steadily ageing sourcing, we follow the cost-to-quality strategy,
population and changing attitudes towards which enables us to source more equipment
Consider the following facts and preventive healthcare are expected to provide using the allocated budget compared to
figures just the impetus that the industry needs. others. We follow a ‘no star doctor’ policy which
Ensuring healthcare delivery through traditional has enabled us to reduce our operational
methods will require additional investments of Year under review costs per bed substantially. Sizeable cash in hand
USD 245 billion by the year 2034. From a macro perspective, we are seeing
means that we can grow organically and with the
substantial transformations transpiring across
This amount can be reduced by USD 90 billion option of equity dilution, our dependency on
India. With the advent of modernised cities,
by focussing on preventive care, leveraging debt is minimal.
increasing per capita income, growing demand
technology to deliver care and shifting care from for better lifestyle from the youth population As a result, we see Shalby progressively emerge
hospitals to homes. of India and increasing penetration level of as one of the highest revenue generators within
There’s a 22% shortage in terms of primary the health insurance among others, there has our industry space by boosting revenues and
health centres and 32% in terms of community been a growing demand for quality healthcare margins on the one hand and reducing our
health centres. services across different segments and susceptibility to risks on the other.
regions which earlier were associated with the
~50% of beneficiaries travel more than 100 affluent class only. It resulted in consistent Road ahead
kilometres to access quality healthcare services. double digit growth for the industry in the last Increasing trust of our discerning patients
couple of years. in the Shalby brand has translated into this
India has only 1.1 beds per 1,000 people
compared to the global average of 2.7. overwhelming performance of the Company.
This favourable industry scenario led to a
Moreover, at Shalby, we believe that the time
70% of India’s healthcare infrastructure is satisfactory performance. Our revenues grew
has now come to leverage our competitiveness
concentrated in the top-20 cities. by nearly 20% in FY 2017-18 from ` 3,305 mn
in the wake of the changing mindset of
in FY 2016-17 to ` 3,923 mn as occupancy grew
At Shalby, we believe that in a world with vast by 23.6%. the government. And there are a number of
healthcare inequities, our presence is justified immediate factors underlining our optimism.
by making healthcare accessible. Shalby, a force to reckon with A couple of initiatives on the part of the
To synergistically diversify into the other ancillary government like National Health Protection
Thereby making it possible for patients to reach verticals, at Shalby, we have strategically forayed Mission, proposing ` 5 lakh family insurance
us with convenience, address the core problem into other relevant areas which are at their coverage to poor 100 million families, Aadhaar
of extensive healthcare underpenetration nascent stages of their product lifecycles. This will card a health identifier and FDI in healthcare
and make India a healthier place to live in. enable us to maintain our profitability on a long- among others have really raised the hopes and
term basis. For instance, Shalby is a pioneer in the opened a wide horizon for everyone to explore.
(Source: PWC Report, Funding Indian Healthcare)
field of joint replacements in India and accounts
Prospects of the industry for a 15% share of all joint replacement surgeries This renewed optimism in the country is
The Indian Government is finally taking some in India today conducted by the corporate expected to result in growing demand for good
concrete steps towards bolstering the industry. private players. healthcare services. The entire Shalby team with
Some of the recent announcements like its wide multi-locational footprint, increased
At Shalby, we have been able to reduce
increased budgetary allocation towards the capacities and strong brand value, would work
our capex costs substantially by opting for
healthcare sector, encouraging FDI policies, relentlessly to entrench our presence in every
an in-house team of architects, engineers
reduction in customs duties and other taxes and interior designers, who can design as demand pocket and encash on the emerging
on life-saving equipment and the allocation of per the requirements of the management. opportunities. We also plan to foray into new
USD 10 billion for healthcare facilities across In an industry, where most players are horizons and make fresh investments, thus
India (under the National Health Protection moving up and strengthening our presence
heavily reliant on external consultants,
Mission), among others can prove to be across the value chain. At Shalby, we expect
the average capex cost goes up to ~` 80
beneficial for the industry. that the complement of these initiatives will
lakh. Shalby has managed to set up equally
The real tangible change which has been highly equipped, well-furnished facilities at materially enable the Company to sustain its revenue
appreciated by all the players across the industry lower cost. We are able to construct 30- momentum, enhance margins and create
is the change in Indian Government’s mindset as 40% more beds on a given piece of land attractive value proposition in the hands of all
they try to transform themselves from a service without compromising room size. This has our stakeholders. I would also like to take this
provider to an insurer. The National Health subsequently allowed us to achieve one opportunity to place on record our heartfelt
Protection Mission is an apt example of this of the highest ROEs and ROCEs within our gratitude to our valued shareholders and all
changing mindset. If it’s properly implemented, space and break even faster compared to our other partners and associates for their continued
it would create a win-win scenario for both the peers. Our asset-light revenue sharing model, support and faith in Shalby.

Annual Report 2017-18 09


What makes Shalby unique

Shalby is one of the most


exciting stories in Indian
Healthcare industry. How?
Since inception, Shalby tried
to make a mark for itself by
creating a path of its own
rather than following others’
footprints.
Being different in its approach, Shalby embarked
on its journey of providing healthcare services with
a commitment to provide quality yet affordable
healthcare services to the community at large,
so that the people whose lives we touch are able
to live longer, stay healthier and recover from
illnesses faster.
Being unique in its approach, the Company has
always tried to deliver comprehensive healthcare
services specially in the Tier II and Tier III cities, at par
with international standards but at an affordable cost
which is very much Indian. Shalby has thus been highly
successful in cementing its place as the preferred
healthcare service provider in the orthopaedic
segment in the regions where it is present.

10 Shalby Multi-Specialty HospitalS


Corporate Overview

Here is how Shalby is unique

Niche Experience
15% 24 years
Percentage (out of the total) of joint Rich industry experience of Shalby
replacement surgeries conducted by corporate
hospitals performed by Shalby, highest among
all the private healthcare players

Revenue Growth EBITDA


31% 24%
Revenue CAGR over the last 11 years One of the highest in the industry

ARPOB Leveraging Power


` 31,564 per bed Zero net debt
ARPOB, one of the highest in the industry Showcases the high leveraging power

Capex Strong Team


` 40-50 lakh per bed 3,400+
Average capex per bed for a new hospital, Team strength of Shalby
lowest in the industry

Annual Report 2017-18 11


Indian healthcare industry and
its changing dynamics
Current Scenario
A persisting problem for India has been its inability to gain control over its healthcare issues.
The struggle for control was foregrounded a number of times, validated by multiple
health indicators like high maternal mortality rate (MMR), high infant mortality rate (IMR) and
low life expectancy rates.
Access to capital has been one of the globally for any country (USA spends 70% of India’s healthcare infrastructure
biggest obstructions to the growth of nearly 17.1%)1 is in the top-20 cities
the Indian healthcare sector. Along with India has one of the lowest government Source:
building highways, firing up our power spend and public per capita health https://www.businesstoday.in/union-
1

budget-2018-19/news/budget-2018-insufficient-
plants and ensuring there is a home for spend, as a proportion of gross domestic allocation-health-sector-heathcare-scheme/
everyone, there is also a need to focus on product (GDP) China spends 5.6 times story/269449.html
healthcare in the country. more and US 125 times more than India2 2
https://www.firstpost.com/india/indias-
Growing geriatric population, skilled India still accounts for 16% of the global healthcare-sector-a-look-at-the-challenges-
share of maternal deaths and 27% of and-opportunities-faced-by-81-3-billion-
labour shortage, inequality in healthcare industry-3544745.html
availability and accessibility, and lack global new-born deaths3
3
PWC Report. Funding Indian healthcare
of affordability owing to dearth of Deaths continue to occur due to 4
https://timesofindia.indiatimes.com/life-style/
infrastructure has further worsened communicable diseases, with 22% of
health-fitness/health-news/non-communicable-
the situation. global TB incidence in India diseases-cause-61-of-deaths-in-india-who-report/

India’s non-communicable disease articleshow/60761288.cms
Historically, healthcare delivery in
burden continues to expand and is 5
 ttps://www.dailypioneer.com/sunday-edition/
h
India was primarily under the purview agenda/opinion/address-indias-growing-
responsible for ~60% of deaths in India2
of the government or was mostly run healthcare-costs.html
by charitable organisations or trustee With a count of 48.2 million, India has
boards. Although the government has the highest population of children Split of population and doctors
secondary and tertiary care facilities, it is stunted (low height for age) due to
the private sector that runs a majority of malnutrition, who grow up to be less
secondary, tertiary and quaternary care healthy and productive4
facilities. Private facilities are also majorly
Out-of-pocket (OOP) expenditure
concentrated in and around Tier I and constitutes >60% of all health expenses, Urban 34%
Tier II cities. compared to 13.4% in the US, 10%
Percentage Rural 66%
in the UK and 54% in China, and is a of Population
Despite the dominance of the private major drawback in a country like
sector in the Indian healthcare industry, a India where a large segment of the
majority of the population who lives below population is poor
the poverty line are still heavily dependent ~ 63 million people fall into poverty each
on the under-financed and under-staffed year due to lack of financial protection
public healthcare system for its healthcare for their healthcare needs5
needs. As a result, incidents of death Urban 67%
With a 22% shortage of primary health
owing to unintended medical negligence
centres and 32% shortage of community Percentage of Rural 33%
are a common phenomenon especially in
health centres, it is estimated that 50% Doctors
the rural areas.
of beneficiaries travel more than 100
Key numbers kilometres to access quality care5
Today, the Indian Government spends India has only 1.1 beds per 1,000 (Sources: PwC, Lancet, Global Tuberculosis Report,
only about 1.15% of its GDP on population compared to the world WHO Global Status Report on NCDs, World Bank Data,
healthcare, which is among the lowest average of 2.9 National Health Policy Draft, Rural Health Statistics)

12 Shalby Multi-Specialty HospitalS


Corporate Overview

180 million
Indians get affected by
painful joint conditions

Changing dynamics of the Indian role of the government as a payer rather Along with the government’s push,
healthcare industry than a provider in the secondary and the other factors that are expected to
Healthcare in India is complex due to tertiary care space. This scheme isn’t drive change in the Indian healthcare
the multi-layered architecture. There are just a proof of the transformation of the industry are:
various considerations for this multi-layered government’s own perceptions but has
Rising affluence of the middle class: Rising
hospital administration architecture. emerged as one the biggest schemes of its
middle class of India is one of the highest
Despite the challenges, things are finally kind in the world.
contributors to Indian economy and with
changing for the Indian healthcare The government has also launched the each passing day their aspirations are on
industry as in the recent past there has the rise. With the growing spending power
Ayushman Bharat scheme in the Union
been an increasing emphasis on the part of the middle class, it’s expected that the
Budget 2018 to provide insurance cover
of the government to improve the current consumption across different sectors will
to 10 crore families in India. Under the
scenario of the Indian healthcare industry. treble over the next 10 to 15 years. Thus it
guidance of NITI Aayog, this budget for the
Over the last few years, the healthcare very first time has allocated ` 33,073 crore is also expected to be one of the big growth
industry has emerged as one of India’s to create digital economy with cutting- drivers for the healthcare industry.
largest sectors both in terms of revenue and edge technologies like artificial intelligence Increasing awareness and changing
employment generation. The industry has (AI), the Internet of Things (IOT), blockchain mindset: With the growing middle class
seen a significant increase in transactions and 3D printing that are prerequisites for being educated and aware, more and
and FDI inflow over the last few years building a modern technology landscape more people are getting themselves
with the value of transactions increasing in healthcare system. If the scheme insured under different schemes of health
from USD 94 million in 2011 to USD 1,275 succeeds, this will reduce wait times and insurance. Along with protection, this has
million in 2016 – a 13.5x jump (Source: FDI improve productivity by minimising human also changed the mindset of people, as with
Fact Sheets). As a result, the government intervention in electronic medical records insurance people are demanding better
has taken its interest in the industry and is (EMRs)/enterprise resource planning (ERP)/ facilities for their healthcare treatment
striving towards a change in the scenario. hospital information systems (HISs). which is drawing them more and more
Initiatives taken by the Further, the government’s National Health towards the private sectors. Considering
government Protection Scheme is expected to provide the present penetration level of the
The government has increased its emphasis the much-needed protection to the most insurance sectors, there is a huge window
to reduce the drug prices and make them vulnerable section of our population of opportunity waiting to be explored.
available within the affordable range of and increase productivity due to lower Result: With very low expenditure
the general public. As a result, some of the disability-adjusted life years (DALYS) lost. on healthcare and lack of proper
critical drugs used for cancer treatment implementation strategy by the
The government also launched an
now costs 86% cheaper than what it used government, the problem of tackling the
immunisation programme under the name
to be, whereas the prices for the drugs used rising lifestyle diseases and the consequent
of Intensified Mission Indradhanush (IMI)
for diabetes treatment reduced by 42%. growing demand for better services from
with the aim of improving coverage of
the people (irrespective of economic
Doctors engaged with the public healthcare immunisation in the country.
background and from both rural and urban
system are more and more encouraged
Besides the above-mentioned initiatives areas) still remains unaddressed. Thus there
to prescribe generic drugs instead of
on the part of the government, different is a huge opportunity of growth for the
branded ones.
other schemes like enhanced tax private players who have long overtaken
Move on the part of the government exemptions under section 80DDB and the government in terms of the facilities
to transform itself from a healthcare 80D and conversion of 1.5 lakh health and service provided.
service provider to an insurer, has been sub-centres into wellness centres for
highly appreciated. The government’s early detection of disease to reduce both
move to provide a coverage of up to ` mortality and morbidity rates, can give
5 lakh to 10 crore poor families is a big the industry the timely push to grow from
stepping stone towards this changing strength to strength.

Annual Report 2017-18 13


How our passion and perfection at work has
resulted in a sustainable performance

Enhancing shareholders’ value

Revenue EBITDA PAT


(` in Mn) (` in Mn) (` in Mn)

% % %
R 16 R 26 R 24
CAG CAG CAG
3,923 925 427
3,305 778
2,927 287
579 277

2015-16 2016-17 2017-18 2015-16 2016-17 2017-18 2015-16 2016-17 2017-18

Y-o-Y Growth 19% Y-o-Y Growth 19% Y-o-Y Growth 49%

PAT Margin Patients Treated Occupancy


(%) (Beds)

R2 1%
CAG
11% 2,55,937 335
9% 9% 271
1,91,223 252
1,73,449

2015-16 2016-17 2017-18 2015-16 2016-17 2017-18 2015-16 2016-17 2017-18

Y-o-Y Growth 200 bps Y-o-Y Growth 34% Y-o-Y Growth 24%

14 Shalby Multi-Specialty HospitalS


Corporate Overview

Creating a stronger balance sheet

Net Worth ROCE


(` in Mn) (%)

%
R 90
CAG
7,615* 14% 14%

12%
2,109 2,508

2015-16 2016-17 2017-18 2015-16 2016-17 2017-18

Y-o-Y Growth 204% Y-o-Y Growth 200 bps


*Due to IPO in December 2017

Gross Block Cash and Cash equivalents


(` in Mn) (` in Mn)

R1 8%
R1 68%
CAG CAG
7,383 1,159*

5,615
5,284

161 159
2015-16 2016-17 2017-18 2015-16 2016-17 2017-18

Y-o-Y Growth 31% Y-o-Y Growth 631%


*Due to IPO in December 2017

Annual Report 2017-18 15


Our unique business model

No fixed
rental

Fully
owned

Efficiency Unique
is revenue
paramount sharing model
Operate No minimum No security
SACE and Operate and guarantee deposit
Outpatient Manage
Clinics [Revenue Sharing]

Instead of replicating large international How did we do that?


healthcare organisation models that 1, we usually go for, a more or less perfect
The management assume that their business models rectangular-shaped land for our hospital
would become increasingly successful construction. This, on one hand, has
has adopted a robust as India gets progressively Westernized, resulted into a minimum wastage of land
business model to at Shalby, we responded differently with adhering to the regulatory requirement, on
address the challenges a completely Indianised version of the the other hand, saved the Company from
organised healthcare model. any land-related overhead cost.
of today and tomorrow.
We studied every aspect of our business 2, architecture of a hospital building
It is a primary requisite to identify what is relevant and constantly is substantially different and complex
for the long-term tweaked in with our strategy so that it compared to others owing to the
success of the Company is optimally beneficial for the long-term requirements of different kind of rooms
running of the hospital. This has helped in of different sizes, shapes and for different
as on it depends both achieving the best capex per bed, one of facilities. Unlike other players who hire
the capex and opex cost the best operational matrices within the expensive external consultants for planning
which in turn determines industry, to reach break-even faster than and designing, we, at Shalby, have got
majority in the competition, reduce cost, in place an in-house team of architects,
profitability. to optimise utilisation of our real estate, get designers and planners to customise
the right mix of equipment, generate more our building construction as per our
revenue per bed and most importantly management’s requirement and get the
create value for our patients. We are best out of the built-up area in terms of
confident that, owing to the constant optimal utility planning.
adjustments we make in our strategy,
Shalby is prepared for its current operations
as well as to reach long-term targets.

16 Shalby Multi-Specialty HospitalS


Corporate Overview

Result Result cost and efficiently utilise the pilling space


This strategy on the part of the Company i.e. the warehouse. Further, in terms of
` 40 lakh to has turned into a huge cost advantage for operationalisation of the hospital beds, the

` 50 lakh them owing to best cost to quality balance Company follows a gradual ramping up of
operation that helps to keep operating cost
capex per bed for Shalby and resulted into further reduced capex
compared to and opex per bed compared to its peers. low and break even much faster at EBITDA
level during initial years (2-3 years).
` 75 lakh to 4, the Company strategically opted for
Result
` 1.5 crore a higher OT to bed ratio compared to its
peers, enabling them to perform more Judicious capital expenditure in land
capex per bed for other corporate
surgeries and achieve a quicker patient acquisitions, construction of hospital
hospitals
turnaround. Optimising the size of the OT building and sourcing equipment coupled
rooms as per the requirement enabled with optimum utilities planning on each
Further, common areas and vacant spaces them to carve out more OT rooms from floor, resulted in:
have been substantially cut down to one single floor compared to its peers. 1. Shalby emerging as one of the very
enable and optimise well-designed floor Thus deviating from the standard, Shalby few players in the industry to reach
area in which the Company could increase achieved a ratio of 8 OTs for every 200 break-even in terms of fixed costs and
its bed count. For instance, Shalby has bed compared to the industry standard of operational costs within 4-5 years and
been successful in increasing its bed 4 OTs for every 200 bed. 2-3 years of starting a new hospital
count by 30% in comparison to that of its
peers for the given floor space without Result whereas the industry standard is 5-7
years and 3-5 years respectively.
compromising on the number of rooms. ` 31,564 ARPOB 2. Best-in-class returns. ROCE and ROE
3, equipment in a healthcare facility forms one of the highest in the industry
for FY 2017-18 stood at 12% and 6%
a major chunk of the capex investment. At
Shalby, we have efficiently utilised the rich 3.70 days ALOS respectively despite lower capacity
utilization post heavy capex.
industry experience of Dr. Vikram Shah to (average length of stay), one of the lowest
in the industry 3. Cost of running the day-to-day
get the right blend of medical instrument
operations for a single hospital at
for providing different facilities. The 5, following a centralized procurement
Shalby is 10%-15% lower compared to
Company used efficient equipment method as part of its business model, the
what it’s for the others in the industry.
sourcing strategy to manage judicious and Company gets its required supplies at
optimal expenditure of money. bargaining prices that helps them to save

Tangible results of our unique business model


In general, a standard OT room would require an
air-conditioner with a weightage of 20 tonnes to perform Result
satisfactorily. 25%
In case of Shalby, owing to the customisation of the OT savings in terms of power cost

rooms as per the requirement, an air-conditioner with a


weightage of 15 tonnes can do the job comparably.

Annual Report 2017-18 17


Our low cost yet relevant expansion model

Shalby has grown from strength to strength over the last 10 years. Continuous expansion has
been an integral part of the Company’s business strategy.

Number of
Hospitals
TWO in 2008
11 in 2018
Locations
ONE in 2008
8 in 2018

18 Shalby Multi-Specialty HospitalS


Corporate Overview

So what is so unique about helps the Company both in nurturing less than the normal – approximately
Shalby’s expansion policy? and understanding the full potential of its around 2-2.3% in the Tier II and Tier III cities
At Shalby, we have expanded to places future market. So now when Shalby opens whereas the same in metros is around 5%.
where we feel the services provided by a full-fledged hospital in a new region, it
Thirdly, owing to prudent financial
Shalby have a relevance, the crux of our has already created a strong brand name
planning and effective capex and opex
expansion model being ‘go where there and a strong brand recall for itself, thus
matrix, the Company has been able to
is relevance.’ We have chosen this strategy helping the organisation in ramping up its
ramp up the operations at a much lower
because we don’t believe in entering into operations at a much faster rate and reach
cost and at a much faster pace compared
new geographies first and then create a break-even quicker. Currently, Shalby
to the others.
market for our services. Rather at Shalby has in place 40 outpatient clinics across
it’s always the opposite. We first create 35 cities of India and 10 shared surgery
a market for our services in the new centres under SACE within third-party
geographies where we plan to enter and hospitals in 7 cities of India.
then set up our multi-specialty hospitals.
This expansion model adopted by Shalby
Shalby breaks-even
How does Shalby create a market helps the Company to expand faster but at relatively faster than its
for itself first? a low cost. competitors, largely owing
Before entering any new geography,
Shalby first creates relevance for itself by
Firstly, owing to the revenue sharing to its prudent financial
model with the third-party hospitals, there
associating with third-party hospitals on a
is no major capital expenditure on the
planning, effective capex
revenue sharing basis to offer orthopaedic
part of the Company for the set-up of the and opex matrix, low
healthcare services through its outpatient
clinics and ‘Shalby Arthroplasty Centre
outpatient clinics. advertising expenses and
of Excellence’ (SACE) located within the Secondly, when it sets up its new multi- prior market development
premises of the third-party hospital. Thus specialty hospital in an already established strategy.
Shalby’s SACE and outpatient clinics market, the cost of advertisement is far

Associate with third-party


Own and operate hospitals to operate Shalby
multi-specialty hospitals Arthroplasty Centre of
Excellence (SACE)
Asset-light
business
Operate and manage
model
Run outpatient clinics
multi-specialty hospitals on
independently or on revenue
revenue sharing business without
sharing basis with third-party
any minimum guarantee

Annual Report 2017-18 19


Where lies our expertise

For people with complex joint problems, joint replacements


can literally be a lifesaver for them.
A sedentary lifestyle has pervaded our being. There is lower physical labour in
our everyday activities. Owing to this lack of exercise coupled with nutritional
deficiency, experts are of the opinion that osteoarthritis problems are going to be the
next big thing in India. With the growing per capita discretionary income and the rising
awareness in the increasing penetration of the health insurance sector, the number of
joint replacement surgeries done in the country has gone up over the years and is
surely to rise significantly over the years to come. Case-in-point: The number of knee
replacement surgeries in India has gone up from 200 surgeries in 1994 to 1.75 lakh
surgeries in 2017 and expected to reach ~15-20 lakh surgeries p.a. by 2027. Within
orthopaedics itself, other segments such as the spine, ortho-trauma, arthroscopy
and paediatric orthopaedics have been experiencing rapid growth in the recent times.

What lies ahead…


USA conducted 8,00,000 knee replacement surgeries
in 2017 from a population of 300 million whereas India
with a comparable population had just 1,75,000 knee
surgeries in 2017.
On the contrary, Asian population is 15 times more prone
to arthritis of the knee than Western countries owing
socio-geographic factors.

And here lies our niche…


At Shalby, we are a multi-specialty hospital with our niche lying in orthopaedic
surgeries. Being one of the pioneers in joint replacement in India, Shalby accounts for
nearly 15% of all the joint replacement surgeries conducted by all the organised
private players in the Indian healthcare industry and nearly 5% of all the joint
replacement surgeries conducted in India. Guided by our richly experienced founder and
managing director Dr. Vikram Shah, Shalby over the years has commenced leadership
position in joint replacement in India which currently contributes more than 50% to the
overall revenue mix.

8,000+
joint replacement surgeries conducted by
Shalby in FY 2017-18, one of the highest
in India

20 Shalby Multi-Specialty HospitalS


Corporate Overview

How our niche provides us with a sea of


opportunity
At this juncture, at Shalby, we feel that joint
replacements would be the next big thing in the
Indian healthcare industry just like open-heart surgery
was in the 1990’s.

And with Shalby already attaining a leadership


position in this segment along with a strong brand
image, we feel the Company is perfectly poised for a
strong growth over the next four to five years as joint
replacement surgery moves from the first phase to
the second phase i.e. the growth phase. The things
working in favour of Shalby are:

Best-in-class hospital infrastructure already in place,


so no further capital investment is required
Having a team of experienced and well-trained
doctors in place under the guidance of industry
stalwart Dr. Vikram Shah
Capacity to increase the occupancy 4-fold on the
current occupancy without incurring any major
capex
The Company’s aim to set up one multi-specialty
hospital in the capital city of every state and also
increase its presence in Tier I, Tier II and Tier III towns
across India
Thus, at Shalby, we feel that we are suitably poised
to capture the emerging market opportunities and
enhance our revenue without incurring any major
capex or opex, thus enhancing the value for our
shareholders.

Advantages of Shalby’s “Zero”


technique for total knee
replacement (TKR) surgery
reduces the number of hours spent in surgery, from 2.5 hours
to ~20-22 minutes
lowers risk of exposure to infection
reduces the number of days stay in the hospital for the patient
for recuperation, from 15-20 days to ~3 days
saves the patient on medication expenses
far less blood loss from surgery

Annual Report 2017-18 21


Unleveraged Balance Sheet

“Efficient financing is the cornerstone of our seamless operations.”


Strong financials have always been the backbone of growth and expansion at Shalby.
Even externally, the Company’s impeccable credibility across different institutions as well as
across its vast network of suppliers and vendors is well-acknowledged.
Shalby maintains high levels of efficiency across financial functions viz. mobilisation or
deployment, irrespective of normal working or treasury functions.
The Company has carved a niche for itself by expanding consistently over the last 10 years The mantra of the Company has been to
and simultaneously strengthening the debt-equity ratio. Case in point: Despite having provide best medical treatments at the
robust growth, promoter holding remained high around 80% and the Company’s net debt most affordable prices. As a byproduct
in the books remained very low. of technology and efficiency, Shalby has
been able to increase patient turnover and
improve the medical results over time. Due
to the vision of our founder, earnings have
been re-invested in enhancing its capacity
Shalby’s philosophy to increase the ambit of treating patients.
The secret of Shalby’s success over the years has been a far-sighted financial This is evident as Shalby’s bed capacity
approach. This is evident from the fact that there hasn’t been any equity dilution has grown by 10x from 2007 to 2017.
in the Company since its inception till its IPO in December 2017. Interestingly, all these capacity expansions
have incurred low expenditures and
have been majorly funded using internal
accruals. A multi-specialty hospital with
a bedding capacity of around 200 would
require a capex investment of around
Result: ` 150 crore. At Shalby, the same was
Generate We are one of made operational-ready at about ` 100
Invest in crore with most of the funding coming
more cash for the cash rich
capacities
the Company companies within from internal sources and more
our industry space importantly without undergoing any
material equity dilution.

These initiatives helped the Company


strengthen its Balance Sheet with the
Efficient and
optimum overall debt-equity ratio estimated at
utilisation of the 0.15:1 and cash and cash equivalents
Capex and Opex worth ` 1,159 mn on the books at the
to generate more close of FY 2017-18.
revenue per bed
The strength of the Company’s
fundamentals has defined its growth
trajectory. Shalby has consistently earned
and channelized its profits toward capacity
expansions. The top management has

22 Shalby Multi-Specialty HospitalS


Corporate Overview

Why Shalby is an ideal investment opportunity?


Because... We invest where there is long-term growth.
Time and again we have delivered industry-leading performance by continuing to execute our robust long-term
growth strategy with passion along with perfection.
We have always put our patients first and diligently focussed on enhancing the experience of our patient service.
We have consistently delivered profitable growth over the last 10 years.
We ensured that our capital allocation was disciplined and was in line with our strategy. Our ROCE remained in
double digit over the last 10 years.
We were committed towards continuous enhancement of our operational efficiency. Our operational cost per bed
has gone down by 24% in the last 10 years.

been conservative in tapping into its The net debt (total debt – cash and cash equivalents) has gone from positive to zero
equity base when it came to supporting over the years.
its financing requirements but at the
same time it has been able to add value Net Debt
for its shareholders. (` in Mn) 3,121

The Company banked upon its strong


fundamentals to generate assured cash 2,052
flows. The upward moving book value per
share bears testimony to the dependable
performance delivered by Shalby 649
over the years. 233 zero
2013-14 2014-15 2015-16 2016-17 2017-18*
Further, the Company’s strong Balance
*Due to IPO in December 2017
Sheet coupled with the ` 1,159 mn surplus
cash in the books owing to IPO.
Talking points, FY 2017-18
The policy of restricting financial leverage A highly successful IPO in December 2017
is also exemplified by the continuous Garnered cash profits worth ` 656 mn despite the heavy capex investments during the
reduction in net debt position of the years; an increase of 19% from FY 2016-17
Company. The fund generated from the Commencement of three units i.e. Jaipur, Naroda and Surat in 2017
IPO has been judiciously used by the Recorded year-on-year revenue growth of 19%
Company to pay off a substantial portion
of its total debt. Despite paying off
majority of the debt, the Company still
strategically holds some bank debts in the
books largely owing to the fact that they
are very low cost ones and were meant for Cash Profit
the subsidies. (` in Mn) 656
R 7%
CAG
507 578
454
390

2013-14 2014-15 2015-16 2016-17 2017-18

Annual Report 2017-18 23


Brand Shalby

Shalby is one of the most Creating a brand name, especially in also helped Shalby emerge as a prominent
the healthcare industry, takes years name in the field of orthopaedic surgery.
enduring brands in its of grinding efforts on the part of the
Honing on this niche and benefiting from
sector enjoying a recall organisation but it takes just one setback
the enriching industry experience of our
based on its expertise in to lose it all, especially in an industry where
founder, over the years, Shalby has been
trust is crucial.
the realm of orthopaedic highly successful in creating an unmatched
Since our inception in 1994 under the brand value for itself.
treatment.
guidance of Dr. Vikram Shah, at Shalby, And today the name Shalby has become
we felt that in today’s complex world of synonymous with “Joint Replacement
healthcare, providing safe and efficient Surgery Expert” in western and
healthcare is not just optional anymore central India.
but has become an integral part of the
value chain.
Joint replacement
In line with our unique business strategy, surgery
16%
we have consistently strived to improve in GR
r CA
our services over the years. yea
10- 8,151
Under the leadership of Dr. Vikram Shah,
we pioneered new techniques of joint
replacement surgery like ‘0 technique’ and
innovated OS Needle, among others.
All of these innovations not only helped 1,903
our patients by significantly reducing the
number of days’ stay at the hospital but has 2007-08 2017-18

24 Shalby Multi-Specialty HospitalS


Corporate Overview

What Shalby stands for

At Shalby, we stand for our …


Strong governance Professional approach Our values
Shalby now boasts of sound and effective Under the efficient guidance of Dr. Vikram Shalby values each and every human life
practices of governance system. Our Shah, at Shalby, we have in place a strong that comes under our supervision with
practices are constantly under review team of highly qualified and experienced utmost care and constantly works towards
so that we could further improve our professional recruited from various fields meeting the expectations of our patients
standards and pursue greater transparency that each in turn brings their own expertise and stakeholders.
and integrity in our governance. We into our management. Our corporate set
update our code of ethics every year and - up has been appropriately established
ensure it is observed by all members of the to maintain a balance between all these
administrative hierarchy uniformly. professionals from diverse fields.

Shalby’s
ELITE concept Integrity
We believe in performing the right way
even when no one is recording.

Excellence Teamwork
We work with an intention to achieve We work jointly towards one objective -
excellence in every aspect of our patient satisfaction regardless of teams/
endeavours. departments.

Learning Empathy
We do everything possible to satisfy our
We keep raising our standards on
patients’ needs; focussing on patient
a regular basis that helps evolve
centricity, their well-being, safety,
ourselves. We are very welcoming to
comfort and happiness is our primary
change and embrace every opportunity
importance to us.
to achieve our goals.

What providing service means to Shalby?


We take pride in understanding our patients’ need so that we can deliver relevant, personal
and meaningful service to them. We are also focussed on becoming a healthcare Company
that efficiently manages its stakeholders’ expectations. We are committed in enabling
effective communication between doctors and patients. We aim to establish ourselves as
the most patient-oriented and convenient healthcare service provider.

Annual Report 2017-18 25


Our people strategy

At Shalby, we feel our people forms the


core of our business and is one of our
main pillars of strength and success.
Thus, we are not only committed towards acquiring the right talent
but also in nurturing and retaining them. We also focus on fostering a
strong and inclusive leadership culture and on building a more diverse
talent pipeline to help our people and our Company excel in an ever-
changing business environment.

At Shalby, as a part of our organisational industry, this has also ensured that none creating a win-win situation for both.
strategy, we conceive that continuous of the Company’s hospitals are short of We believe our doctors are also equal
learning and development is something skilled manpower, as upon completion partners in the long-term growth strategy
which helps in augmenting workforce of the course, most of them are trained of the Company.
capabilities, skills or competencies leading and absorbed in various Shalby hospitals.
At Shalby, we try to offer the ideal
to greater organisational effectiveness. This not only helps Shalby in creating
platform for growth to our employees.
a talent pool but simultaneously helps
In line with this strategy, Shalby came Employees are our key asset; the
them to meet its internal demand of
up with its own ‘Shalby Academy’, Company continuously invests in them
skilled staffs.
through which it offers educational so that they can grow in a learning
programmes for, paramedical students At Shalby, we are also committed towards environment and also retain an overall
and other healthcare professionals under reaching the highest possible levels of competitive edge.
the prudent guidance of the industry employee satisfaction. In line with this
stalwart Dr. Vikram Shah and many other strategy, the Company entered into
eminent professors. Besides overcoming long-term contracts with majority of
the problem of talent crunch within this the doctors associated with Shalby, thus

26 Shalby Multi-Specialty HospitalS


Corporate Overview

Major initiatives taken in FY 2017-18 socially responsible while simultaneously


strengthening their bond with the
organization. The huge participation by our
employees is a testimony to the increased
level of employee engagement. We also
measure the employee engagement
level at all units half yearly using Gallup
Q12 questionnaire.
For effective and efficient utilization of
manpower, we have documented our
manpower dimensioning across Shalby
which is now one-stop solution for
all the manpower allocation related issues
with predictive cost analysis and ratios.
This has helped us to maintain parity
across Shalby and has ensured better
corporate governance.
At Shalby, our people forms the For any hospital, it is crucial to have
core of our business and is one of standard nursing practices across all units.

the pillars of strength and success. We have recently published and circulated
SNEH (Shalby Nursing Excellence
People, Process and Passion define Handbook), which is a major milestone

the Shalby way of delivering care. towards it. SNEH is a comprehensive


book to instruct and guide our nursing
employees in every possible situation.
Moreover, it has admonished standard
Our on-boarding procedure for new newsletter, Shalby ELITE was launched
nursing practices across Shalby.
employees aims to make them aware recently. Shalby ELITE aims to appreciate
of service orientation, organizations and project the accomplishments by the Our efforts to make Shalby; a great place
policies and SOPs through continuous employees. This newsletter has been able to work has ripped out results. Employees
and dedicated Induction sessions. At to create a sense of satisfaction within the have been able to meet organizational
Shalby, we are committed to nurture and employees for having walked an extra mile and their individual goals successfully.
enhance our existing talent pool. This has for the organization. Also, it has emerged Underlining that employees are the only
been possible through the array of training as a platform where employees can unique resources to any organization,
programmes planned and conducted stay tuned with the organization’s latest we are sure that our employee strength
regularly. Our training and development achievements. has worked out as a competitive
activities have also concentrated their advantage for us.
Celebration and learning activities have
efforts towards soft skills, grooming and We try to offer the ideal platform
taken up a new meaning at Shalby. It is
customer experience. for growth to our employees.
now a means to serve the larger purpose
Not limited to this, we understand that of the organization which is to make Employees are our key assets and the
having a large pool of engaged employees employees aware of various social issues. Company continuously invests in them
is an asset to the organization. With We recently celebrated Nurses’ Day, so that they can grow in a learning
our focus on boosting the motivation Fathers’ Day, Energy Saving Week etc. in environment and also retain an overall
levels of employees, quarterly employee an attempt to make our employees more competitive edge.

Annual Report 2017-18 27


Excitement and expansion ahead
– growth drivers of our business
At Shalby, we are convinced that enduring success is derived
from how one responds to opportunities.
The biggest opportunity at this juncture within the Indian
healthcare industry in the quaternary healthcare segment is
Joint Replacement.
India in the recent years has seen an It has also been observed that females are
exceptional rise in musculoskeletal more prone to osteoarthritis problems as
disorders, especially the prevalence of the percentage of female patients stands
osteoarthritis problem which is the highest, at 31.6% compared to males 28.1%. Along
standing at 28.7% of the total population. with regular osteoarthritis problems,
Osteoarthritis problem is mostly related to the other orthopaedic disorders which
the joints and more often than not leads have seen a rise in the recent times are
to disability of knees and hips especially in rheumatoid arthritis, gout (which has
the elderly population, which ultimately a higher prevalence in India at 0.12%
leads to joint replacements. compared to the global prevalence of
0.08% and has a higher prevalence in
Changing lifestyle in the young population
higher age groups, especially in men over
of India i.e. people in the age bracket of 30
50 years of age) and lower back pain.
to 50 years, in terms of increasing sedentary
lifestyle, lack of physical activity and Besides, India is also adding more and
exercise and nutritional deficiencies, the more numbers to its elderly segment who
instances of osteoarthritis problem within are highly susceptible to degenerative
this age bracket has risen significantly in disorders. Rising instances of degenerative
recent times. disorders in the youth population of
India, lack of healthcare infrastructure
Case-in-point: Problems pertaining to
to cater to the rising demand of
lower back pain has seen a recent rise
orthopaedics-related treatments is going
in India largely owing to this changing
to present itself as a major challenge as To treat the orthopaedic
lifestyle and has a prevalence in the range
well as a great opportunity. patients, at present India
of 6.2% to 9.2%.
has nearly 20,000 plus
Prevalence of osteoarthritis is recorded orthopaedic surgeons
at 19.2% for population under 50 years (roughly around 10,000
whereas the same drastically increases to surgeons are registered
30.7% for population aged between 50 with the Indian Orthopaedic
and 59, and henceforth follows an upward Association (IOA) while the
trend to reach 39.7% for population rest aren’t).
aged between 60 and 69, and 54.1% for Thus the current ratio of
population over 70 years of age. orthopaedic surgeons to
total population stands at
around 1 per 66,300 people.

28 Shalby Multi-Specialty HospitalS


Corporate Overview

Digging a little more deep, the numbers prove to be real concerning.


Out of all the orthopaedic surgeons in the country, only 20 to 25% are estimated to be
experienced in joint replacement surgeries and are still in practice, and interestingly nearly
two-thirds of those surgeons are concentrated in metropolitans and Tier I cities only.
Thus, effectively the ratio of orthopaedic surgeons to total population stands at 1.4 to 1.9
joint replacement surgeons per 1,00,000 population.

Considering the fact that in 2017, India’s to USA. Besides, Asian population is 15 in the world, marked by an increasing
total knee operation surgery was 78% times more prone to arthritis problems number of urban, aware and affordable
less compared to the number of surgeries compared to our Western counterparts. middle class people.
taking place in USA, while the population This probably represents the largest
of India is nearly 4 times higher compared nascent joint replacement surgery market

Annual Report 2017-18 29


The other areas of growth in the Indian healthcare industry are:

Medical tourism tourists visiting India has increased Increasing stress, obesity, smoking and
India has a long history of ‘alternative more than 50% to 2,00,000 in 2016 from nutritional deficiency, especially in urban
medicine’ with Ayurveda, Homoeopathy, 1,30,000 in 2015. concentration, has led to an increase
and Naturopathy occupying a significant in the neurological disorders. Around 3
Other emerging growth areas crore Indians suffer from different kinds of
portion of the domestic market. Ever
Rising instances of Non-Communicable neurological diseases.
increasing expenses of accessing
Diseases (NCDs), 60% of total deaths in
healthcare in the US and the Europe
India are owing to NCDs and the numbers
coupled with improved standards of
healthcare technology in developing are expected to rise. Cardiovascular
diseases and chronic respiratory diseases
India’s healthcare
nations like India are the prime movers in
the growth of medical tourism industry. is another area of concern – counts for industry is set to
Currently valued at around USD 3 billion, ~39% of total deaths occurring in India
every year.
post a 23% sales
the Indian medical tourism industry
is expected to grow at 20-25% in near Another menace is Cancer which accounts CAGR over
future and the medical tourists visiting for ~9 lakh deaths in India every year FY 2015-20 to
India are expected to grow 7-10 times in and is expected to impact ~17 lakh
the next 10 years. The number of medical Indians by 2020. USD 280 billion
as per global market research
and consulting firm Frost &
Sullivan

30 Shalby Multi-Specialty HospitalS


Corporate Overview

At Shalby, we perceive this as a huge Why Shalby is future-ready for all these
opportunity and is also optimistic of
the sustained growth of the Indian
opportunities
healthcare sector for some other good Being one of the pioneers in joint replacement in the country, Shalby is best
reasons: Government’s changing positioned to capitalize on the growth opportunity in joint replacements. Its
mindset is helping the healthcare long-standing experience and leadership position in the segment gives it an
sector emerge as a priority sector, added advantage
favourable government policies like
allowing FDI in healthcare would help With a total bed capacity of 2,012, Shalby has huge potential to almost double
in building the required infrastructure, its operational beds without any major capital expenditure
favourable people policies on the part
of the government is expected to The Company boasts of an ALOS of 3.70 days, one of the lowest within its
change the mindset of people as well, industry space
especially in the rural India, different
tax incentives will put more disposable Along with expertise in joint replacement, Shalby also specializes in different
incomes in rural hands and finally with other areas of orthopaedics such as spine, ortho-trauma, arthroscopy and
increasing awareness resulting into paediatric orthopaedics among others
more and more health insurance would
mean more people visiting hospitals Shalby is already synonymous with joint replacement in the western and
on a regular basis for treatment. central India, and in the last few years has forayed into different other parts of
India to make a mark for itself

Over the years, besides orthopaedics, Shalby has embarked on the path of
gaining expertise in areas of medical science such as oncology, neurology,
nephrology, hepatology and transplants, and with time it has been successful
in developing its presence in these areas as well, thus laying a solid foundation
for Company’s next growth phase

Shalby has created a strong image for itself in cities with good air connectivity
with the major cities of the world. This, coupled with the fact that the Company
already has a proven track record of performing complex surgeries with a high
success rate, would expectedly put the Company in a strong position to tap on
the international patients with the rise in medical tourism

Shalby’s newly set-up hospitals are well equipped with state-of-the-art medical
and surgical equipment like intra-operative neuro-monitoring systems, BMD
machines, CT scanning, MRI scanning and X-ray machines, catheterization
laboratories, ultrasound systems, linac systems, holmium lasers, thulium
16% CAGR lasers and intraoperative neuro-monitoring systems among others
Growth of health
insurance in India from
FY 2012-13 to FY 2016-17

Annual Report 2017-18 31


Corporate information

Board of Directors Corporate Social Responsibility


Dr. Vikram Shah Committee
Chairman and Managing Director Mr. Umesh Menon, Chairman
Mr. Shyamal Joshi, Member
Dr. Darshini Shah* Mrs. Sujana Shah, Member
Non-Executive Director
* resigned w.e.f. May 7, 2018 Chief Financial Officer
Mr. S. L. Kothari
Mr. Shyamal Joshi
Non-Executive Director Company Secretary
Mr. Jayesh Patel
Mr. Umesh Menon
Non-Executive Independent Director Statutory Auditors
G. K. Choksi & Co.
Mr. Tej Malhotra Chartered Accountants
Non-Executive Independent Director
Internal Auditors
Mr. Ashok Bhatia T. R. Chadha & Co.
Non-Executive Independent Director Chartered Accountants

Mrs. Sujana Shah* Bankers


Non-Executive Independent Director HDFC Bank Limited
* appointed w.e.f. May 7, 2018 IDFC Bank Limited
Kotak Mahindra Bank Limited
Audit and Risk Management Committee EXIM Bank
Mr. Umesh Menon, Chairman
Mr. Shyamal Joshi, Member Registrar & Transfer Agent
Mr. Tej Malhotra, Member Karvy Computershare Private Limited
Mrs. Sujana Shah, Member Karvy Selenium, Tower B,
Plot 31 – 32, Gachibowli,
Nomination and Remuneration Financial District, Nanakramguda,
Committee Hyderabad – 500 032
Mr. Umesh Menon, Chairman
Mr. Shyamal Joshi, Member Registered & Corporate Office
Mrs. Sujana Shah, Member Shalby Hospitals
Opp. Karnavati Club,
Stakeholders’ Relationship Committee S. G. Highway,
Mr. Shyamal Joshi, Chairman Ahmedabad - 380 015.
Mr. Umesh Menon, Member CIN: L85110GJ2004PLC044667
Dr. Vikram Shah, Member

32 Shalby Multi-Specialty HospitalS


Statutory Reports

Management Discussion and Analysis


INDUSTRY OVERVIEW Private corporate hospitals are at an inflection point
Healthcare industry in India India is home to the world’s fastest growing middle-class,
Services constitute nearly 55% of India’s GDP and healthcare among major economies. With increasing aspirations of
sector is one of the most critical sectors of the services industry. the middle-income groups, the demand for tertiary and
Good public health is pivotal in the process of nation-building. quaternary hospitals is likely to rise steadily. At present,
Due to years’ of inadequate investments, the healthcare industry India has less than a bed per 1,000 persons. The World
hasn’t grown at par with some of its other counterparts in the Health Organisation (WHO) recommends 3.5 beds per 1,000
services sector such as information technology and finance. of the population. The global average is 2.7 beds per 1,000
Nonetheless, the sector is now on the cusp of witnessing a people. India will have to add 27 lakh beds to match the global
high-growth phase-just as the one experienced in the banking standards and 38 lakh beds to follow the WHO norms.
space at the turn of the millennium.
Since the public sector hospitals have growth constraints owing
As per the estimates of Frost & Sullivan, India’s healthcare industry to a number of factors ranging from the inadequacy of financial
is likely to reach a value of ` 17.2 lakh crore by 2020, from the resources to talent crunch, the private sector hospitals will have
estimated current value of ` 10.7 lakh crore in 2017 - thereby to take the lead.
growing at a CAGR of 17.1%.
The government has been playing and is likely to
continue to play the role of a facilitator in the development
The healthcare industry can be divided into 5 sub-segments-
of hospital infrastructure. It offers major support in the
hospitals, pharmaceuticals, diagnostic centres, medical devices
form of accelerated depreciation, interest subvention, other
and health insurance.
subsidies, relaxation in taxes and enhanced incentives for
employment generation. However, despite all these props,
Indian Healthcare Industry
running a hospital or a nursing home on a stand-alone basis
is an arduous task due to rising real estate prices and higher
Medical Diagnostic Health
Hospitals Pharmaceuticals operational costs.
Devices Centres Insurance
Under such circumstances, the private corporate hospitals,
68% 13% 9% 6% 4%
with strong balance sheets and favourable operational metrics
(Source: Frost & Sullivan analysis, Industry reports) are likely to drive the next leg of growth within the private
hospitals space.
Hospitals play a major role in delivering healthcare services in India
and make up 68% of the healthcare industry. Hospital industry Growth in disposable incomes, rapid urbanisation, the prevalence
can be further split into two segments - government hospitals and of lifestyle diseases and increasing penetration of health insurance
private hospitals. The government-run hospitals account for 30% are likely to be the prime drivers of the demand for healthcare
of the hospital industry and the share of private hospitals is 70%. delivery services.

Due to noble nature of the medical profession and lack of Health Insurance Industry
professionalism, the growth of private hospitals has so far been It’s mandatory to have third-party liability insurance if you want
uneven and scattered. This is evident from the fact that less than to drive a vehicle in India. But ironically it’s a matter of choice
10% of private sector hospitals are corporate hospitals. and affordability when it comes to health insurance. According
to the Annual Report of Insurance Regulatory and Development
With rising cost of real estate, managing stand-alone hospitals Authority of India (IRDA) for FY 2016-17, only 33.0% of India’s
and nursing homes have become increasingly difficult. Real estate population has health insurance coverage. In other words, about
accounts for nearly 2/3rd of capex required for setting up a new 88.67 crore Indians are still not covered by any health insurance
hospital and equipment costs constitute approximately 1/3rd of policy, and the glaring reality is medical inflation is rising at 15%
the overall capex. Unless run efficiently, a gestation period of a while the average disposable income of Indians is likely to grow at
hospital on the fixed cost basis can be as long as 8-10 years. 11.2% over the foreseeable future.

Annual Report 2017-18 33


Fortunately, the situation is changing for better. With the emergence Cost of claims as a percentage of premiums collected…
of stand-alone health insurance providers and growing awareness
140%
among the middle-income group, the insurance penetration in
India is rising at a brisk pace. 120% 122%
100% 103%
More people are opting for health insurance…
80% 84%
50 78%
Penetration of health 60% 61% 58%
45 insurance has been
40 43.75 40%
rising at 16% CAGR
35 35.9 20%
30
25 0
28.8 Public sector Private sector Stand-alone
20 20.73 21.62 insurance insurance health insurance
15 companies companies companies
10
FY 2012-13 FY 2016-17
5
- (Source: IRDA Annual Report FY 2016-17)
FY 2012-13 FY 2013-14 FY 2014-15 FY 2015-16 FY 2016-17
Persons (in crore) covered under at least one health The scope for the reduction in premium is minimal, considering
insurance policy the claim ratios, and the insurance affordability has been the
biggest concern among lower-income groups, despite the rising
(Source: IRDA Annual Report FY 2016-17)
awareness. To bridge this gap, the government launched the
National Health Protection Scheme which aims to cover 10 crore
Stand-alone health insurance players seem to have a better
families (50 crore Indians) with a cover of ` 5 lakh per family.
record of underwriting which is crucial for the sustainability of the
Further, the health insurance regulatory framework has also been
business. Claim ratio - which states the cost incurred towards claim
revisited to encourage the product innovations and improve the
settlement as the percentage of premium earned - of stand-alone
underwriting process along with policy administration at each
health insurers has improved over the last few years, at a time
stage of service.
when those of public sector insurers and also of the private sector
general insurers has deteriorated.
Out-of-pocket expenses for healthcare may drop
substantially…
Segment-wise market share
If the penetration of health insurance
100
70% sector continues to grow at the
90 92.29
60% current rate, nearly 64.5% of India’s
62% 63% 80
population will be covered by 79.49
50% 70
FY 2021-22. 68.47
60
40% 50 58.97
50.79
30% 40
27% 30
20%
19% 20
18%
10% 10
11%
0 0
Public sector Private sector Stand-alone FY 17-18(E) FY 18-19(E) FY 19-20(E) FY 20-21(E) FY 21-22(E)
insurance insurance health insurance Persons (in crore) covered under at least one health
companies companies companies
insurance policy
FY 2012-13 FY 2016-17 (E): Company estimates based on the existing growth trends in the
Market share by premium collected population and insurance penetration
(Source: IRDA Annual Report FY 2016-17)
As an aggregate impact of all these initiatives the affordability of
and the demand for healthcare services is going to rise steadily.

34 Shalby Multi-Specialty HospitalS


Statutory Reports

Out-of-pocket spends constitute nearly 62% of total healthcare Shalby doesn’t incur capex unless it’s commercially viable to run a
spending in India at present. With growing penetration of health hospital in the targeted area. SACE and outpatient clinics not only
insurance, the out-of-pocket healthcare expenditure is likely to help understand the potential market but also give an acute sense
drop over a next few years. of viability of a multi-specialty hospital in any given area. Before
entering any new geographical area, Shalby first creates relevance
The success of National Health Protection Scheme would be as through SACE and outpatient clinics.
crucial for the wellbeing of the Indian society as that of GST has
been for the Indian economy. Asset-light business model
COMPANY OVERVIEW Own and Associate with Operate and Run outpatient
operate third-party manage clinics
Shalby is an Ahmedabad-headquartered chain of multi-specialty multi-specialty hospitals to multi-specialty independently
hospitals and has a pan-India presence. It predominantly operates hospitals operate Shalby hospitals or on revenue
through 11 hospitals which have the best-in-class infrastructure Arthroplasty on revenue sharing basis
and are equipped with modern technology. Out of these, 4 are Centre of sharing with third -
located in Ahmedabad and 1 each at Vapi, Surat, Indore, Jabalpur, Excellence business party
(SACE) without any
Mohali, Jaipur and Mumbai. Besides this, Shalby has 40 Outpatient minimum
Clinics spread across 35 cities of India and 7 Shalby Arthroplasty guarantee
Centre of Excellence (SACE). It also operates 6 Outpatient Clinics
and 3 SACE outside India. Nevertheless, it doesn’t run any full- Unlike other comparable corporate hospitals that incur a capex
fledged multi-specialty hospital outside India since the philosophy in the range of ` 75 lakh to 1.5 crore per bed, Shalby manages
is not to commit any capex in unfamiliar markets. to instal a bed at the expense of ` 40 lakh to ` 50 lakh.
Optimal utilisation of available floor area and intelligent interior
BUSINESS OVERVIEW designs help the Company increase the bed count by as much as
Shalby matches the service excellence of other corporate hospitals 30%, in comparison with that of its peers for given floor space.
at a relatively lower price. As a result, it addresses a huge market
ranging from lower-middle class to upper-middle class.

In FY 2017-18, Shalby continued to make farsighted investments


towards ensuring the sustainable growth of its business while
simultaneously delivering ample returns to our investors. Passion

As on March 31, 2018, the total bed capacity of the Company


was 2012. In FY 2017-18, the average occupancy rate was 36%.
The reason for lower occupancy isn’t a lack of demand, but Shalby
it is an outcome of a carefully devised strategy. Since the
Company is in an expansion phase, its bed capacity has
increased by 65% in last 2 years. In Q2, FY 2017-18, the Shalby
Hospitals at Surat, Naroda and Jaipur began offering its services. Skills Operational
Efficiency
Rather than working with star doctors to increase the bed capacity
utilisation - which often hampers the other operational efficiencies,
the Company followed a sustainable growth approach without
compromising profitability.
Orthopaedics is the mainstay of Shalby. In FY 2017-18, Shalby
Unique business model conducted over 10,000+ orthopaedic surgeries. It commands 15%
The basic expansion strategy of the Company is to go market share in the joint replacement operations done by the
where there is a need for its services. As part of this strategy private corporate hospitals and around 5% market share in the
it first shortlists the prospective markets by opening outpatient overall joint replacement surgeries carried out in India.
clinics. By taking into account the response of the patients, the
Company decides whether it should venture into that geography. Moreover, it has embarked on the path of strengthening its
At Shalby, the key to expansion strategy is to achieve stable and presence in upcoming areas of medical science in India such as
profitable growth. oncology, cardiology, and liver transplants among others. With this,

Annual Report 2017-18 35


Shalby is ready to grab the potential opportunity. Complementing OPPORTUNITIES
to its present business model, Shalby’s differentiated approach Although Shalby is a chain of multi-specialty hospitals, it derives
would help it move up the value chain. a majority of its revenues from orthopaedic surgeries and
procedures, there’s no concentration risk. In fact, what might
Shalby employs a team of experienced specialists and surgeons appear as a risk, prima facie, presents a tremendous growth
who are associated with the Company on long-term contracts. They
opportunity.
are assisted by the specially trained support staff. The approach
of not working with celebrity doctors, coupled with astute
Due to a sedentary lifestyle, lack of exercise and nutritional
procurement policy for materials and consumables, Shalby has
deficiency, osteoarthritis is likely to become a significant ailment
been successful in keeping its operational costs significantly down.
in India in coming years. With growing discretionary income and
Typically, doctor fees and the cost of materials and consumables
penetration of health insurance, the number of joint replacement
put together account for 60% to 65% of the operating cost of
corporate hospitals. Shalby curtails them below 50%. As a result, surgeries done in the country is likely to rise significantly. Within
Shalby’s Average Revenue Per Occupied Bed (ARPOB), is one of the orthopaedics, other specialities such as spine, ortho-trauma,
highest in the industry. arthroscopy and paediatric orthopaedics have been experiencing
rapid growth.
REVIEW OF FINANCIAL PERFORMANCE
FY 2017-18 was an eventful year for the Company as it raised The wave of knee replacement surgeries has just started…
` 504.8 crore through an Initial Public Offer (IPO). The Company has
partially utilised the IPO proceeds to repay all commercial loans
that didn’t enjoy any interest subvention, thereby making the
balance sheet effectively unleveraged.

In FY 2017-18, the Company achieved the consolidated revenue • I n 1994, around 200 surgeries were
of ` 3,923.34 million thereby reporting a 19% jump on Y-o-Y (Year- performed in India
on-Year) basis. Profit After Tax (PAT) of the Company grew 49% on a • The number grew to 1.75 lakh in 2017
Y-o-Y basis to touch ` 427 million in FY 2017-18.
• B
 y 2027, approximately 15 lakh to 20 lakh
surgeries will be performed every year
Shalby reported the ARPOB of ` 31,564 in FY 2017-18
which is 3.4% lower than that reported last fiscal.
[FY 2016-17 : ` 32,671] The recent fall in ARPOB is mainly on account
of new facilities getting operationalised in the Q2, FY 2017-18. It’s
noteworthy that half of the total installed beds of Shalby are at
the facilities that have commenced their operations in last 2 years
and as a matter of policy, Shalby will cautiously decide on when to Shalby which has a strong brand name is well-placed to tap the
utilise the capacities. high-growth opportunities that may open up in future. With its
best-in-class hospital infrastructure and a team of expert doctors
Revenue Mix - Top 5 trained under the guidance of Dr. Vikram Shah, Shalby is likely to
Specialities FY 2017-18 grow its market share in the joint replacement market further.

Orthopaedic 60% The Company aims to set up one multi-specialty hospital in the
General Medicine & Critical Care 11% capital city of every state and also expand in Tier-1, Tier-2 and
Tier-3 towns across India, except for southern states.
Cardiac Sciences 10%

Oncology 4% With the existing setup, the Company can increase its revenue
nearly 5-7 times without incurring any capex.
Neurology 3%

Others 12% Medical tourism - the story is yet to begin


According to Travel & Tourism Competitiveness Index 2017, India
In FY 2017-18, the Company repaid ` 3,373.92 million worth loans, ranked 40th globally, on the list of 136 countries. Between 2015
and the outstanding balance is ` 1,132.47 million. This is likely to and 2017, India has moved up to 12 places. In 2017, India attracted
bring the interest cost down in FY 2018-19. over a billion of foreign tourists. However, those coming on the

36 Shalby Multi-Specialty HospitalS


Statutory Reports

medical visa were just 2%-3%. Nevertheless, the Indian RISKS AND CONCERNS
government is hard-selling the concept of medical tourism in the Change in government policies: Considering the current
key markets. The Ministry of Tourism has introduced e-medical state of healthcare infrastructure in India, it’s farfetched to
visa for 163 countries. Such initiatives are likely to fetch results assume that the government may roll out adverse policies
in coming years. So far, the medical tourism in India has been for the private hospital industry. Nor it’s likely to withdraw
dominated by tourists from the neighbouring nations along support it offers right now for the development of hospital
with those from other emerging countries with poor hospital infrastructure in the private sector in the form of incentives
infrastructure facilities. and subventions.

Given that India can offer world-class complex-specialised medical


treatments at a cheaper cost, medical tourism is likely to grow Since affordability of medical services is still a grave concern for the
by leaps and bounds in the coming years. Medical tourists from majority of the population, there’s a fear that the government may
developed nations are expected to make a baseline for quality take some price-control measures. While this is a material threat,
treatments offered by hospitals in India at affordable costs. the government will have to assess price vis-à-vis quality of service
offered to patients at private hospitals and private corporate
Shalby is well-positioned to handle more international patients. Its hospitals in particular.
presence in cities that have good air connectivity with major cities
of the world is another advantage, apart from its proven track As this is a systemic risk, Shalby will also be impacted on account
record in performing complex surgeries with a high success rate. of that, but due to its operational efficiencies, the Company can
tackle any change in the government policy well. And in fact can
The medical tourists coming to India are likely to grow 7-10 times
grow its market share further during such phases.
over the next 10 years.
Talent crunch: Despite healthcare sector being one of the
New growth areas are emerging… major potential job creators, there’s a shortfall of skilled
Non-Communicable Diseases (NCDs) account for 60% of total manpower and specialist doctors. This poses a severe risk at the
deaths happening in India and their occurrence is likely to industry level since people play a crucial role in delivering quality
grow in future. healthcare services.

Cardiovascular diseases and chronic respiratory diseases


To overcome this problem and convert what is perceived
together are responsible for 39% of total deaths occurring in
as a risk into a great opportunity, the Company runs ‘Shalby
India every year.
Academy’, through which it offers educational programmes for
Nearly 17 lakh Indians are likely to get affected by cancer every paramedical students and other healthcare professionals. Upon
year by 2020 and 9 lakh deaths in India are likely to be caused by completion of certifications in their respective fields, most of
cancer every year, as per the estimates of Indian Council of Medical them are trained and absorbed in various Shalby Hospitals. Shalby
Research (ICMR). Cancer gives rise to 7% of the total deaths Academy ensures that any of the Company’s hospitals aren’t short
occurring in India every year. of skilled manpower.

Neurological disorders are becoming prevalent in India. Nearly Moreover, Shalby has created a second line of specialists under the
3 crore Indians suffer neurological diseases excluding infections guidance of Dr. Vikram Shah. They are not only well-experienced
and injuries. India is on the verge of stroke epidemic. Almost 2% but also well-equipped to handle even the most complex
of India’s population suffers neurological disorders. Stress, obesity, surgeries efficiently.
smoking and nutritional deficiency have been the primary causes.
Urban population is more affected than the rural. Concentration risk: Two hospitals - Krishna Shalby and SG Shalby
contribute nearly 70% to Company’s revenues. Moreover, out of
While orthopaedics will remain the highest contributor to the 11 Shalby Hospitals, 6 are located in Gujarat. Such a concentrated
Company’s topline in the foreseeable future, Shalby endeavours to exposure to one geographical area is a risk.
enhance its presence in high growth specialities such as oncology,
neurology, nephrology, hepatology and transplantations. Such a The Company has been cautiously reducing its dependency on
strategy is likely to create a solid foundation for Company’s next two of its oldest hospitals and has also been diversifying across
growth phase. other states as well.

Annual Report 2017-18 37


As a part of its expansion strategy, Shalby embarked on the path INTERNAL CONTROL
of setting up 6 new hospitals in the last couple of years at different The Company has put in place effective internal control
locations in India with an aggregate bed capacity of 1,368 beds. system proportionate to the size, scale and complexity of its
With 3 of them becoming operational in FY 2017-18, it embarked operations. The objective of the internal control mechanism
on its next phase of expansion strategy where Shalby plans to set is to safeguard Company’s assets, prevent and detect frauds
up 4 new hospitals - 1 in Gujarat and 3 in Maharashtra - with total and errors, and ensure the accuracy and completeness of
capacity of 538 beds over FY 2018-20 period at a cumulative cost accounting records. Internal audit committee ensures that every
of ` 160 crore. transaction undertaken by the Company is recorded, authorised,
accurately reported and evaluated. The Company’s accounting
This expansion policy is a major de-risking strategy adopted by policies are in line with the generally accepted accounting
Shalby to counter the concentration risk. principles in India.

OUTLOOK In FY 2017-18, all internal controls were tested and no reportable


Shalby is likely to grow at a compounded annualised rate of 25%- deficiency in the processes or operations was detected.
30% for next 10 years. Prevalence of lifestyle diseases, increasing
penetration of health insurance, rising disposable incomes HUMAN RESOURCES
and massive potential for the medical tourism in India will The reputation of any healthcare institution largely depends on
offer tremendous growth opportunities to the Company. With the quality of healthcare services offered by it which, in turn, is
its large pool of skilled human resources and infra-readiness, a function of quality of infrastructure and committed workforce
Shalby is well-placed to handle a large number of patients in present in the organsation.
coming years.
Thus, building a strong team is a core function at Shalby.
Given its unleveraged balanced sheet and high-promoter holding, Distinguished team of talented doctors, experienced and cordial
Shalby is comfortably placed to tap high-growth opportunities in nursing and paramedical team and committed management
future and shift gears as and when required. professionals define the Team Shalby.

In coming years, the Company will not only continue to consolidate Generally, Clinicians and front office employees are the linchpin
its operations but also look for relevant growth opportunities that for building the first and last impression of the organisation.
They have the power to build positive perception and instil trust
may come its way. Thus, Shalby’s expansion plans will leverage
among customers. Shalby has groomed and trained its personnel
both organic and inorganic means. With nearly zero net debt on the
in such a way that its talent pool has now earned a distinguished
books as of March 31, 2018, the Company appears to be in a sweet
appreciation from patients. Shalby always endeavours to be one
spot to explore further inorganic opportunities. Shalby’s new
step ahead of patients’ expectations and believes in building a life-
hospitals are expected to start contributing significantly to the
long relationship with its patients.
bottom line with an improved operating profitability, over the
next couple of years. The Company will also focus on boosting the
Shalby Academy - an educational wing of Shalby - aims to
capacity utilisation levels to rake in incremental annual revenues
generate pool of talent for the organisation from internal and
in the years ahead.
external sources. The Academy is affiliated with IIPH University,
ILAMED, National Paramedical Council and the National Board
REGULATIONS AND SAFETY of Examination among others, to offer a variety of educational
Responsible growth is the ethos of Shalby. Since the programmes ranging from a diploma course in orthopaedics to
Company operates in the healthcare sector, it has to abide fellowship programme in critical care.
itself by a number of rules and regulations. It also has to
comply with the environmental rules and regulations. Shalby HR function of Shalby ensures that the business growth is never
adheres to all compliance guidelines prescribed by various constrained by lack of talent. Company’s thrust on training and
government authorities and takes utmost care while disposing development, employee engagement, process documentation,
medical waste generated at all its hospitals, ensuring that there is resource optimisation etc. would yield rich dividends to the
no adverse impact to the environment beyond prescribed limits organisation.
as well as to human health. Shalby rigorously follows radiation
surveillance procedures and maintains records as required Employer brand of Shalby has been improved considerably overall
under various laws. in the last few years.

38 Shalby Multi-Specialty HospitalS


Statutory Reports

Shalby has in place a well-defined roadmap for talent acquisition Archiving and Communication System (PACS) and medical grid
and retention. To further enhance internal communication within monitors at one of its unit, to enable its doctors to view patients’
the organisation, the Company has launched a quarterly employee X-ray, CT scan and MRI reports. The Company will replicate these
newsletter. It felicitates and celebrates the top performers of the systems at its other units in a phased manner.
Company.
All hardware systems installed at Shalby are robust and
All departments of the Company follow an integrated approach adequate. It uses secure servers to maintain data security.
to the implementation of latest technology which enables them All Shalby Hospitals are continuously monitored by
to take better business decisions and handle the employee surveillance cameras.
grievances more efficiently. HR function is well-integrated with
Company’s objectives. It takes data-driven decisions yet holds a The Company has put in place strict audit and maintenance
strong human touch. policies to ensure smooth functioning of IT systems.

The Company follows a fair remuneration policy and rewards its Shalby has also implemented a web-based multi-unit software
employees with compensation packages including, fixed and which offers end-to-end solutions to the Company.
variable pay and bonuses among others, commensurate with their
efforts and contribution. It automates all the services and enables the administrator to
provide the best facilities at a lower operational cost. It helps
On March 31, 2018, Shalby had a team strength of substantially reduce the time spent on the generation of
3,400+ consisting of 2,223 employees comprising of 865 invoices and payment collection. The software has a complete
nurses, 368 paramedical, and 990 support staff along EMR solution with Document Management System.
with 317 consultants and 386 doctors out of which
353 are full time and 33 are part time along with more than The software caters to OPD and IPD management, pharmacy,
500 outsourced staff. laboratory, radiology, ward management, mobile application,
online appointments scheduling, secured messaging, doctor
INFORMATION TECHNOLOGY portal, billing, blood bank, diat linen management, accounting,
Active monitoring has always been a challenge in the hospital hr/payroll, alert system and HL7 Integrated PACS System.
management. With technological advancements, hospital
management has become easy. While Shalby believes humans are Human Resources Management
still better than machines at surgeries, it doesn’t undermine the It acts as an electronic centralised hub for all the human resource-
role of latest technology in enhancing the efficiency of a hospital. related processes - including communication, development,
benefits entitlement and compensation. A central employee
The Company has implemented HIS System at all Shalby
database and this enables HR administrators to utilise all employee
hospitals. As a result, processing information and generating
real-time reports has become easy which has made quick information productively. This is a complete package.
decision-making possible.
Financial Management Suite (FAS)
The Company is in the process of implementing an advanced FAS is designed to meet requirements of budgeting and
integrated version of ERP system. It also has installed Picture controlling the inflows and outflows of the funds.

Annual Report 2017-18 39


Directors’ Report
Dear Members,
Your Directors have immense pleasure in presenting the Fourteenth Annual Report on business and operations of the Company and
audited financial statements for the financial year ended March 31, 2018.
FINANCIAL & OPERATIONAL PERFORMANCE
[` in million]
Particulars Standalone Consolidated
2017-18 2016-17 2017-18 2016-17
Income from Healthcare services 3855.23 3223.86 3832.31 3237.66
Other Income 87.12 60.43 90.93 67.45
Total Expenditure 3357.34 2764.09 3350.50 2800.14
Profit before Interest Depreciation and Tax 930.67 782.43 924.87 778.01
Finance Cost 121.34 102.15 123.56 106.02
Depreciation/Amortization 224.32 160.08 228.57 167.02
Profit Before Tax 585.01 520.20 572.74 504.97
Provision for Taxation (Inclusive of provision for deferred tax) 144.86 216.58 145.59 217.95
Profit After Tax 440.15 303.62 427.15 287.02
Other comprehensive income 2.74 (2.34) 2.81 (2.40)
Total Comprehensive income 442.89 301.28 429.96 284.62
Surplus brought forward 1700.05 1404.10 1619.48 1330.28
Transfer to Capital Redemption Reserve - 5.33 - 5.33
Balance carried to Balance Sheet 2142.94 1700.05 1995.72 1619.48

During the year under review, the income from healthcare services improved to 10.89% in Fiscal 2018 as compared to 8.68% in the
of the Company increased to ` 3855.23 million as compared to previous year.
` 3223.87 million in the previous year, registering a growth of
19.58%. Your Company has earned Profit after tax of ` 440.15 Consolidated Earnings per Share:
The EPS of the Company decreased from ` 3.40 in the previous
million against ` 303.62 million in the previous year registering
year to ` 2.85 in Fiscal 2018 due to addition of 19.354 million new
a growth of 44.97%. The Company has carried net surplus of `
shares issued under Initial Public Offer.
2142.94 million to the next year.
INDIAN ACCOUNTING STANDARDS (“Ind AS”)
During the year under review, the consolidated income from In accordance with applicability of Indian Accounting Standards,
healthcare services increased to ` 3832.31 million as compared the standalone and consolidated financial statements of the
to ` 3237.66 million in the previous year, registering a growth of Company for the financial year ended on March 31, 2018 have been
18.37%. The consolidated EBITDA exhibited a growth in of 18.88% prepared in accordance with Indian Accounting Standards notified
in Fiscal 2018 rising to ` 924.87 million from ` 778.01 million in under the Companies (Indian Accounting Standards) Rules, 2015 &
the previous financial year. The financial performance of the 2016 as applicable. The date of transition to Ind AS is April 1, 2016
established units and gradual ramp up in the performance of the and comparative figures in the Balance sheet as at March 31, 2017
recently commissioned units are expected to drive up the EBITDA and April 1, 2016 and statement of Profit and Loss and cash flow
and EBITDA margin in the current financial year. statement for the year ended March 31, 2017 have been restated
accordingly. The reconciliations and descriptions of the effect of
Consolidated Profit Margins: the transition from previous GAAP and Ind AS have been prepared
Profit before tax (PBT) for Fiscal 2018 increased to ` 572.74 million and provided in the notes to the accounts to the standalone and
as compared to ` 504.97 million in the previous year, registering a consolidated financial statements. The detailed notes as to ‘Basis
growth of 13.42%. Profit after tax (PAT) grew by 48.82% to ` 427.15 of Preparation’ have been provided in the notes to the accounts to
million from ` 287.02 million in the previous year. PAT margin the standalone and consolidated financial statements.

40 Shalby Multi-Specialty HospitalS


Statutory Reports

OPERATIONAL PERFORMANCE

In - patient volume Out-patient volume

32,967 222,970

24,704 166,519

FY 17 FY 18 FY 17 FY 18

Surgery Orthopaedic Surgery

17,554 10,967

15,215 9,813

FY 17 FY 18 FY 17 FY 18

Revenue Mix - Top 5 Specialities FY 2018 Breakup of operating Income FY 2018

2%4%
12% 9%

3%
4%

10% 60%

11% 85%

Orthopaedic Oncology IP Pharmacy


General Medicine & Critical Care Neurology OP Other Operating Income
Cardiac Sciences Others

During the year under review, your company has commenced three new units and they have contributed ` 521 Million in the topline of
the Company. Members may refer MD&A section for more details.

Annual Report 2017-18 41


DIVIDEND transfer to Shalby Limited (“Transferee Company”) as approved by
With a view to conserve resources and expansion of business, your National Company Law Tribunal, Chandigarh bench vide its order
directors do not recommend any dividend for the financial year dated July 13, 2017.
under review.
Issued, Subscribed and Paid-up Capital
Initial Public Offer and Listing of Shares The Issued, Subscribed and Paid-up share capital of the Company
The Directors are pleased to inform you that the Company’s Initial was increased from ` 886.55 million to ` 1080.10 million
Public offering of 20,354,838 equity shares of ` 10 each at price consequent to the allotment of equity shares in Initial Public Offer.
of ` 248 per equity share (including premium of ` 238 per share) The Company has not issued any shares with differential rights as
comprising of fresh issue of 19,354,838 equity shares amounting to dividend, voting or otherwise.
to ` 4800 million and offer for sale of 1,000,000 equity shares
amounting to ` 248 million aggregating to ` 5048 million by way During the year under review, your company has also issued
of Book Building process received overwhelming response from 12,46,000 equity shares on a preferential basis pre-IPO to
the investors. The issue was opened on December 5, 2017 and employees, doctors, associate persons and Shalby Medicos Trust
closed on December 7, 2017 and it was overall oversubscribed by formed for the benefit and welfare of doctors of the Company.
2.87 times excluding anchor portion. Under the said IPO, Company
has allotted 19,354,838 equity shares of ` 10 each at a premium of COMPOSITE SCHEME OF ARRANGEMENT
` 238 per share aggregating to ` 4800 million on December 13, The Board of Directors of your Company, approved a composite
2017. The trading of Equity shares of the Company commenced on scheme of arrangement under Section 391 to 394 of the Companies
National Stock Exchange Limited and BSE Limited effective from Act, 1956 (“Scheme”), for spin off of the hospital division of
December 15, 2017 and consequently the Company has become Kamesh Bhargava Hospital and Research Centre Private Limited
a listed entity (“Transferor Company”) and transfer to Shalby Limited (“Transferee
Company”) subject to requisite approvals from the High Court of
Utilization of IPO proceeds Punjab and Haryana and the High Court of Gujarat respectively,
Your Company has appointed HDFC Bank Limited as Monitoring under whose jurisdiction the registered offices of both companies
agency in terms of regulation 16 of SEBI (Issue of Capital and are situated, and for orders thereof for carrying this Scheme into
Disclosure Requirements) Regulation, 2009 as amended, to effect. The Hon’ble High Court of Gujarat approved the Scheme
monitor the utilization of IPO proceeds and Company has obtained by its order dated September 30, 2016, subject to the approval of
monitoring reports from the Monitoring agency from time to time scheme by Hon’ble High court of Punjab and Haryana. In light of
and filed the same with both exchanges where equity shares of the merger related provisions being notified under the provisions
the Company are listed. The proceeds realized by the Company of the Companies Act, 2013, the Scheme was transferred from
from the initial Public offering shall be utilized as per objects of the High Court of Punjab and Haryana to the National Company
the offer as disclosed in the Prospectus of the Company. Out of Law Tribunal, Chandigarh Bench (“NCLT”) and NCLT, Chandigarh
the IPO proceeds of ` 4800 million, your Company has utilized Bench finally approved the said Scheme by its order dated July 13,
` 3573.91 million as per objects of the offer and unutilized amount 2017. The scheme became effective when the Company filed the
of ` 990.37 million has been invested in the fixed deposits with certified true copy of the order of NCLT with the office of Registrar
the Bank and ` 3.19 million were lying in escrow accounts of of Companies, Gujarat on August 12, 2017. The appointed date for
the Company. The proceeds of the issue were mainly utilized for the scheme was September 7, 2015 as defined in the scheme. Upon
repayment or prepayment in full, or in part of certain loans availed the scheme become effective with effect from the appointed date,
by our Company, purchase of medical equipment for existing, our Company has recorded the assets and liabilities of hospital
recently set up and upcoming hospitals, purchase of interiors, division of transferor Company and resultantly goodwill of ` 81.97
furniture, and allied infrastructure for upcoming hospitals and million was created and recorded in the books of the Company.
General corporate purposes. There has been no deviation in the
utilization of the IPO proceeds of the Company. The Monitoring CONSOLIDATED FINANCIAL STATEMENTS AND
reports’ are available at Announcement section of https://www. REPORT ON PERFORMANCE OF SUBSIDIRIES
shalby.org/investors. Your Company has four subsidiary companies viz. Vrundavan
Shalby Hospitals Limited, Shalby (Kenya) Limited, Shalby
SHARE CAPITAL International Limited (earlier known as Shalby Pune Limited) and
Authorized Capital Yogeshwar Healthcare Limited. In accordance with the provisions
During the year under review, the authorized share capital of the of Section 129(3) of the Companies Act, 2013 and Regulation
Company was increased from ` 1,112.50 million to ` 1,177.50 million 34 of the SEBI (Listing Obligations & Disclosure Requirements)
divided into 117,750,000 equity shares of ` 10 each consequent Regulations, 2015, the Consolidated Financial Statements form part
upon the implementation of composite scheme of arrangement of this Annual Report which shall also be laid before the ensuing
for spin off of the hospital division of Kamesh Bhargava Hospital Annual General Meeting of the Company. The Consolidated
and Research Centre Private Limited (“Transferor Company”) and Financial Statements have been prepared in accordance with the

42 Shalby Multi-Specialty HospitalS


Statutory Reports

Indian Accounting Standards (Ind AS) notified under Section 133 PARTICULARS OF CONTRACTS OR ARRANGEMENT
of the Companies Act, 2013, read with Rule 7 of the Companies WITH RELATED PARTY U/S 188 OF THE COMPANIES
(Accounts) Rules, 2014. The Consolidated Financial Statements for ACT, 2013
the financial year ended March 31, 2018 are the Company’s first Most of the related party transactions that were entered into
Ind-AS compliant annual Consolidated Financial Statements with during the financial year were on arm’s length basis, however, few
comparative figures for the year ended March 31, 2017 which is transactions were not at arm’s length basis and your Company has,
also as per Ind-AS. The date of said transition is April 1, 2017. A accordingly taken approval of audit committee, Board of Directors
report on the performance and financial position of each of the and shareholders whenever applicable. Pursuant to Regulation
subsidiaries and associate companies as per the Companies 23 of the Listing Regulations, all related party transactions were
Act, 2013 is provided as Annexure A which forms part of this placed before the Audit Committee on a quarterly basis, specifying
Report. The financial statements of the Company and subsidiary the nature, value and terms and conditions of the transactions for
companies shall be available for inspection by any shareholder(s) their review and approval.
during working hours at the Company’s registered office and that
of the respective subsidiary companies concerned. In accordance During the year under review, there were no material transactions
with Section 136 of the Companies Act, 2013, the audited financial with related parties except with Griffin Mediquip LLP, in terms of
statements, including consolidated financial statements and regulation 23 of SEBI Listing Regulations. The details of the related
related information of the Company and audited accounts of party transactions including material are provided in the Annexure
each of its subsidiaries, are available at Annual Reports section of - C (AOC - 2) pursuant to Section 134(3)(h) of the Act read with rule
https://www.shalby.org/investors. 8(2) of the Companies (Accounts) Rules, 2014. Your directors draw
the attention of members to the notes to the financial statements
During the year under review, your Company has acquired which set out related party disclosures.
remaining 45% equity shares of Vrundavan Shalby Hospitals
Limited in August, 2017 and consequent upon the said acquisition, DIRECTORS AND KEY MANAGERIAL PERSONNEL
the said Company became the wholly owned subsidiary of the APPOINTMENT AND RESIGNATION
Company. During the year under review, Dr. Dheeraj Sharma [DIN: 07683375],
Non-Executive Independent Director resigned from the Board of
AWARDS & RECOGNITIONS Directors of the Company with effect from October 13, 2017. The
Your Company received the “Best Medical Tourism Centre” award Board, upon recommendation by Nomination and remuneration
at the Gujarat Tourism Awards 2016. In June 2017, our CMD Committee and subject to the approval of members, appointed
Dr. Vikram Shah has been conferred on with the Double Helical Mr. Ashok Bhatia (DIN: 02090239), as an Additional Director in
National Health Award 2017 for his outstanding record in Knee the category of Independent Director of the Company through
Replacement Surgery with his innovative “0 Technique”. In June circular resolution with effect from October 23, 2017 for a period
2017, Shalby was conferred on with the “Best CSR Initiative in of 5 years. He holds the office upto the date of this Annual General
Healthcare” award at the 7th Healthcare Leaders Forum, New meeting. Mr. Bhatia is having rich and varied experience in the field
Delhi. Dr. Vikram Shah has been further conferred on with ‘Times of healthcare and therefore Board of Directors at its meeting held
Man of the Year’ award by Times of India group in the current on May 7, 2018 have decided to utilize his expertise in business
year for his outstanding contribution in the field of orthopedics development of the Company and accordingly Mr. Bhatia is re-
on completion of 1,00,000 joint replacement surgeries. Dr. Vikram designated as Non-Executive Non-Independent Director
Shah and Dr. Darshini Shah have been conferred on with ‘luminary
award’ by Divya Bhaskar group for their contribution in the field of Subsequent to the closure of financial year under review,
orthopedics and Dental implantology, respectively. Dr. Darshini Shah [DIN: 00013903], Non-Executive Director resigned
from the Board of Directors of the Company with effect from
EXTRACT OF ANNUAL RETURN May 7, 2018. The Board, upon recommendation by Nomination
Pursuant to section 92(3) of the Companies Act, 2013 and rule and remuneration Committee and subject to the approval of
12(1) of the Companies (Management and Administration) Rules, members, appointed Mrs. Sujana Shah as an Additional Director in
2014 read with Companies Amendment Act, 2017, the extract of the category of Non-Executive Independent Director for a period
Annual Return is enclosed as Annexure - B (MGT-9) to this report. of 5 years with effect from May 7, 2018, who holds the office upto
the date of this Annual General meeting.
PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS U/S 186 OF THE COMPANIES ACT, Requisite proposal seeking your approval for appointment of
2013 Mr. Ashok Bhatia as a Non-Executive Director with effect from
Particulars of loans given, investments made, guarantees given May 7, 2018 and Mrs. Sujana Shah as Non-Executive Independent
and securities provided in the notes to the standalone financial Director form part of the Notice convening 14th Annual General
statements forming part of this annual report. Meeting of the Company.

Annual Report 2017-18 43


As on March 31, 2018, Dr. Vikram Shah, Chairman & Managing POLICY ON APPOINTMENT AND REMUNERATION
Director, Mr. Ravi Bhandari, Chief Executive Officer, Mr. Shantilal TO DIRECTORS, KMP & SENIOR MANAGEMENT
Kothari, Chief Financial Officer and Mr. Jayesh Patel, Company PERSONNEL
Secretary of the Company are the Key Managerial Personnel as per Company’s policy on Directors’ appointment and remuneration
the provisions of the Companies Act, 2013. There is no change in and other matters provided in Section 178(3) of the Companies
Key Managerial Personnel during the year under review. Act, 2013 has been disclosed briefly in the Corporate Governance
Report, which forms part of this Report. Your Company‘s Policy
DIRECTORS RETIRING BY ROTATION on remuneration for the Directors’, Key Managerial Personnel and
In terms of section 152 of the Companies Act, 2013, Mr. Shyamal other employees and Company’s policy on Directors’ appointment
Joshi, (DIN: 00005766), being the longest in the office shall retire including criteria for determining qualifications, positive attributes,
at the ensuing Annual General Meeting and being eligible for re- independence of a director and other matters as required under
appointment, offers himself for re-appointment. sub-section (3) of Section 178 of the Companies Act, 2013 is
available at Company Policies and Codes section of https://www.
A brief resume of Directors being appointed / re-appointed shalby.org/wp-content/uploads/2017/12/Nomination-and-
along with the nature of their expertise, their shareholding in the Remuneration-Policy.pdf. There has been no change in the policy
Company and other details as stipulated under Regulation 36 since last financial year.
(3) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is appended as an annexure to the Notice of the CORPORATE GOVERNANCE AND MANAGEMENT
ensuing Annual General Meeting. DISCUSSION AND ANALYSIS REPORT
Your Company upholds the standards of governance and
DECLARATION BY INDEPENDENT DIRECTORS is compliant with the provisions of Corporate Governance
The Company has received declarations from all the Independent as stipulated under SEBI (Listing Obligation and Disclosure
Directors confirming that they meet criteria of independence Requirements), Regulations, 2015. The Report on Corporate
as prescribed under Section 149 (6) of the Companies Act, 2013 Governance for FY 2017-18, as per Regulation 34(3) read with
and under Regulation 16(1)(b) of SEBI (Listing Obligations and Schedule V of the SEBI (LODR), Regulations, 2015 forms a part
Disclosure Requirements), Regulations, 2015. of this Annual Report. The Certificate from Practicing Company
Secretary confirming the compliance with the conditions of
BOARD MEETINGS corporate governance as stipulated by Regulation 34(3) of SEBI
The Board met 4 times during the year under review, June 28, 2017, (LODR), Regulations, 2015 is annexed to this Report.
September 28, 2017, December 28, 2017 and January 9, 2018.
The number of meetings and its attendance have been In compliance with Corporate Governance requirements as per
provided in the Report of Corporate Governance. the SEBI Listing Regulations, your Company has formulated and
implemented a Code of Conduct for all Board members and senior
COMMITTEES management personnel of the Company, who have affirmed the
The Company has various committees which have been formed in compliance thereto and the same is available at https://www.
compliance of provisions of Companies Act, 2013 and SEBI (Listing shalby.org/wp-content/uploads/2017/10/Code-of-Conduct-for-
Obligations and Disclosure Requirements) Regulations, 2015 and Directors-Senior-Management.pdf
are in compliance with the provisions of relevant statutes.
In terms of regulation 34 of the Listing Regulations, the
The Board has constituted following committees.
Management Discussion and Analysis Report on the Company’s
i. Audit and Risk Management Committee financial and operational performance, industry trends, business
outlook and Initiatives and other material changes with respect to
ii. Stakeholder Relationship Committee the Company and its subsidiaries, wherever applicable and CEO/
CFO Certificates thereto, are presented in separate section which
iii. Nomination and Remuneration Committee forms part of the Annual Report.
iv. Corporate Social Responsibility Committee
PERFORMANCE EVALUATION OF BOARD AND ITS
v. Management Committee COMMITTEE
The criteria for performance evaluation and the statement
vi. IPO Committee indicating the manner in which formal annual evaluation has
been made by the Board are given in the ‘Report on Corporate
The details with respect to the compositions, powers, roles, terms Governance’, which forms part of this Annual Report.
of reference, numbers of committees along with their attendance
etc. of respective Committees are provided in detail in the ‘Report Pursuant to provisions of Companies Act, 2013 and SEBI (Listing
on Corporate Governance’ which forms part of this Annual Report. Obligations and Disclosure Requirements) Regulations, 2015, the

44 Shalby Multi-Specialty HospitalS


Statutory Reports

Board has carried out an annual evaluation of its own performance, • Phasing out of CFL lamps to LED lights
Board committees and individual directors in the manner prescribed • I ntroduction of timer based operation of air handling
in Performance Evaluation Policy, which is available at https:// units to reduce power consumption
www.shalby.org/wp-content/uploads/2017/10/Performance-
• Energy optimization practices implemented in
Evaluation-Policy-for-BOD.pdf
transformer operation
DEPOSITS • VFD installation for AHU motor in a phased manner
During the year, the Company has not accepted any fixed • All lifts and OT AHUs are operated with VFD panels
deposits from the public as per provisions of section 73 to 76 of • F or recently commissioned units, building orientation
the Companies Act, 2013 and Rules made there under. Hence, the has been so designed that helps to maximize use of Day
disclosures as required under Rule 8 (5) (v) & (vi) of the Companies
Light and to reduce heat gain in order to reduce energy
(Accounts) Rules, 2014, are not applicable to your Company.
consumption.
DIRECTORS’ RESPONSIBILITY STATEMENT • For recently commissioned units, the building is
Pursuant to section 134 (5) of the Companies Act, 2013, your being constructed by using structural steel to reduce
Directors hereby confirm that: embedded energy and also to reduce the impact
of construction activities to the neighborhood and
a) in the preparation of the annual accounts for the year ended environment.
March 31, 2018, the applicable accounting standards read
• The glass used for facade in a number of facilities is
with requirement set out under Schedule III to the Act have
double glazed and is energy efficient low emissivity
been followed and there are no material departures from the
type which helps in reducing solar beat gain coefficient
same;
while improving the visibility.
b) they had selected such accounting policies and applied them • Rain water harvesting system installed at our green
consistently and made judgments and estimates that are field recently completed projects to conserve natural
reasonable and prudent so as to give a true and fair view of resources
the state of affairs of the company at the end of the financial
year and of the profit and loss of the company for that period; There would not be a material financial implication of these
measures as energy costs comprise a very small portion of your
c) they had taken proper and sufficient care for the maintenance company’s total expenses.
of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the (B) Technology absorption:
company and for preventing and detecting fraud and other I. The effort made towards technology absorption;
irregularities; Over the years, your Company has brought into the
d) they had prepared the annual accounts on a going concern country the best technology available in healthcare
basis; to serve the patients better and to bring healthcare
of international standard within the reach of every
e) they had laid down internal financial controls to be followed individual.
by the company and that such internal financial controls are
adequate and were operating effectively; and In order to promote indigenous technology absorption,
the following equipment has been installed at our
f ) they had devised proper systems to ensure compliance with various units;
the provisions of all applicable laws and that such systems
were adequate and operating effectively. a) Blood bank equipment including Deep freezer, Blood
bank refrigerator, Platelet agitator/incubator, Blood
CONSERVATION OF ENERGY, TECHNOLOGY collection monitor and tube sealer, Donor couch
ABSORPTION AND FOREIGN EXCHANGE compofuge
EARNINGS AND OUTGO b) X-ray system;
Particulars of Energy Conservation, Technology Absorption
c) Dialysis machine;
and Foreign Exchange Earnings and Outgo required under the
Companies (Accounts) Rules, 2014 d) Ventilator;
e) CT scanning machines;
(A) Conservation of Energy:
f ) MRI scanning machines;
The operations of the Company are not energy-intensive.
However, significant measures are being taken to reduce the g) Ultrasound systems; and
energy consumption by using energy efficient equipment. h) Linac systems.

Annual Report 2017-18 45


II. The benefit accrued due to this is primarily cost reduction from import substitution considering the impact of exchange
rate fluctuation and revision of customs duty tariffs. The performance and quality of these equipments have been
found to be quite satisfactory
Technology
Imported
absorption, adaption Benefits
technology from
and innovation
Dialysis Machine Haemodialysis machine which achieves the extracorporeal removal of waste Germany
products such as creatinine and urea and free water from the blood when the
kidneys are in a state of kidney failure.
Ventilator It is designed to move breathable air into and out of the lungs, to provide Sweden
artificial controlled breathing for a patient who is physically unable to breathe,
or breathing insufficiently. Used in Intensive care units
Phaco machine It is a machine with microprocessor-controlled fluid dynamics, used in USA
Phacoemulsification cataract surgery for Ultrasonic aspiration.
Immobilization device Immobilization devices is used in stabilizing patient during planning & Belgium
radiotherapy treatment. Radiation therapy had a significant impact on the
accuracy of dose calculation and delivery.
CT simulation Laser This unique device is used for Patient planning for Radiotherapy with CT Germany
imaging. Easily indexed to the CT table, this clearly-marked tool helps perform
an array of important QA checks.
Anesthesia Work station Anesthesia machines incorporate a ventilator device is used to support USA
the administration of anesthesia. It is designed to provide an accurate and
controlled supply of medical gases (such as oxygen and nitrous oxide), mixed
with an accurate concentration of anesthetic agent and deliver this to the
patient during surgical procedure.
Cathlab A Cath Lab is an examination room with diagnostic imaging equipment used Germany
in cardiac department to visualize the arteries of the heart and the chambers
of the heart and treat any stenosis or abnormality found. Angioplasty &
Pacemaker implant are the common high risk procedure done under Cath Lab.
Linac System Linear accelerator is a device that uses high frequency electromagnetic waves USA
to accelerate charged particles such as electrons to high energies through a
linear tube for Cancer Treatment as part of Radiotherapy Treatment.

III. The expenditure incurred on Research and Development : NIL

(C) Foreign exchange earnings and expenditure:


[` in Million]
Particulars 2017-2018 2016-2017
Earnings in Foreign Currency 134.75 139.00
CIF Value of Imports 26.84 309.35
Expenses in Foreign Currency 11.84 43.54

46 Shalby Multi-Specialty HospitalS


Statutory Reports

PARTICULARS OF EMPLOYEES & REMUNERATION also provides for direct access to the Chairman of the Audit and Risk
The details regarding ratio of remuneration of each director to the Management Committee, in appropriate cases. The functioning of
median employee’s remuneration and other details as required in vigil mechanism is reviewed by the Audit and Risk Management
section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Committee from time to time. None of the Whistle blowers has
the Companies (Appointment and Remuneration of Managerial been denied access to the Audit and Risk Management Committee
Personnel) Rules, 2014, is appended herewith as Annexure - D. of the Board pertaining to whistle blower policy. The said Vigil
Mechanism and Whistle-Blower Policy is available at https://
The statement containing information as per provision of www.shalby.org/wp-content/uploads/2017/10/vigilmechanism_
Section 197(12) read with Rule 5(2) and 5(3) of the Companies whistleblower_policy.pdf
(Appointment and Remuneration of Managerial Personnel) Rules,
2014, is provided in separate annexure forming part of this report. CORPORATE SOCIAL RESPONSIBILITY
However, Annual Report is being sent without the said annexure. In accordance with the requirements of Section 135 of the Act,
In terms of provisions of section 136 of the Companies Act, 2013, your Company has constituted a CSR Committee, which comprises
the said annexure is open for inspection at the registered office Mr. Umesh Menon, Chairman, Mr. Shyamal Joshi and Mr. Ashok
of the Company during the office hours. Any member interested Bhatia as its members as on March 31, 2018. The Company has
in obtaining the copy of the same may write to the Company also framed a CSR Policy in compliance with the provisions of
Secretary at the Registered Office of the Company. the Act and content of the same is available at https://www.
shalby.org/wp-content/uploads/2017/10/Corporate-Social-
INTERNAL FINANCIAL CONTROL AND ITS Responsibility-CSR-Policy.pdf The Annual Report on CSR activities
ADEQUACY outlining geographical areas for CSR activities, composition of CSR
The Company has adopted policies and procedures for ensuring the committee, amount of CSR fund to be expended etc is annexed
orderly and efficient conduct of its business, including adherence herewith as Annexure - E.
to company’s policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness OTHER DISCLOSURES AND INFORMATION
of the accounting records, and the timely preparation of reliable 1. Sexual Harassment of Women at workplace
financial disclosures. The Company has in place adequate internal  Your Company has adopted a Policy on prevention,
financial controls in order to ensure that the financial statements prohibition and redressal of sexual harassment at workplace
of the Company depict a true and fair position of the business of under the provisions of Sexual Harassment of Women at the
the Company. The Company continuously monitors and looks for workplace (Prevention, Prohibition and Redressal) Act 2013
possible gaps in its processes and it devices and adopts improved and rules framed thereunder. The Company has anti Sexual
controls wherever necessary. harassment Committee to redress complaints received
regarding sexual harassment. All employees (permanent,
RISK MANAGEMENT contractual, temporary, trainees) are covered under this
At Shalby, risks are measured, estimated and controlled with the policy. During the year under review, there were three
objective to mitigate adverse impact. Your company’s fundamental complaints received which were investigated and resolved
approach to risk management includes, anticipate, identify and and there were no complaints pending at March 31, 2018.
measure the risk. Your company has in place a mechanism to
monitor and mitigate various risks associated with the business. 2. Significant or Material Orders passed by the Authority
The Company has adopted a risk management policy which There are no significant or material orders passed by the
inter alia, sets out our approach towards risk assessment, risk Regulators or Courts or Tribunals which impact the going
management, and risk monitoring, which is periodically reviewed concern status of the Company and its future operations.
by the Board. The said policy is available at https://www.shalby.
org/wp-content/uploads/2017/12/Risk-Management-Policy.pdf 3. Material changes and commitments affecting financial
position
VIGIL MECHANISM There are no material changes and commitments affecting
The Company has established a vigil mechanism and accordingly the financial position of the Company, which have occurred
framed a Whistle Blower Policy. The policy enables the employees between the end of the financial year under review and to
to report genuine concerns to the management regarding the date of this report.
instances of unethical behavior, actual or suspected fraud or
violation of Company’s Code of Conduct or mismanagement, if STATUTORY AUDITOR & AUDITORS’ REPORT
any. Further, the mechanism adopted by the Company encourages Pursuant to Section 139 of the Companies Act, 2013, M/s. G.
the Whistle Blower to report genuine concerns or grievances and K. Choksi & Co., Chartered Accountants (Firm Registration no.
provide for strict confidentiality, adequate safeguards against 101895W), Statutory Auditor would complete their current term
victimization of Whistle Blower who avails of such mechanism and as Statutory auditors of the Company at the conclusion of the 14th

Annual Report 2017-18 47


Annual General Meeting of the Company. The Board of Directors disqualification under section 139, 148 and 141 of the Companies
placed on record their sincere appreciation for their Professional Act, 2013.
Services.
SECRETARIAL AUDITOR
As recommended by the Audit Committee, the Board of Directors Pursuant to the provisions of Section 204 of the Companies Act,
has considered and recommended the appointment of M/s. T. R. 2013 read with Companies (Appointment and Remuneration of
Chadha & Co., LLP, Chartered Accountants as Statutory Auditors Managerial Personnel) Rules, 2014, your Company had appointed
of the Company, for a period of 5 consecutive years from the Mr. Shambhu J. Bhikadia, Practicing Company Secretary (PCS
conclusion of 14th Annual General meeting till the conclusion of Registration no. 3894) to conduct the Secretarial Audit of the
19th Annual General meeting of the Company. M/s T. R. Chadha Company for the year ended March 31, 2018. The Secretarial Audit
& Co., LLP, Chartered Accountants, have confirmed their eligibility Report for the FY 2017-18 does not contain any qualification,
under Section 141 of the Companies Act, 2013 and the Rules reservation, or adverse remarks and is annexed to this Report as
framed thereunder for appointment as auditors of the Company. Annexure - F.

The Statutory Auditor’s comment on your company’s account INTERNAL AUDITOR


for the year ended March 31, 2018 are self-explanatory in nature Pursuant to the provision of Section 138 of the Companies Act, 2013
and do not require any explanation. The Auditors Report does not read with Companies (Accounts) Rules, 2014, M/s. Pricewaterhouse
contain any qualification or adverse remarks. Coopers Pvt. Ltd., Chartered Accountants, Ahmadabad has been
appointed as Internal Auditors of the Company for Financial Year
During the year, the Auditors had not reported any matter under 2018-19 to enhance the financial controls and practices within the
Section 143(12) of the Act and therefore no detail is required to be Company.
disclosed under Section 134(3) (ca) of the Act.
ACKNOWLEDGEMENTS
COST AUDITORS Your Directors would like to place on record their sincere
Pursuant to the provisions of Section 148 of the Companies Act, appreciation for the wholehearted support and contribution made
2013 read with Companies (Audit and Auditors) Rules, 2014 and by all Doctors and their team, bankers, Government Authorities,
Companies (Cost Records and Audit) Rules, 2014, M/s. Board Sanjay auditors and shareholders during the year under review. Your
B & Associates has been appointed as Cost Auditors by the Board Directors express their deep sense of appreciation and extend their
of Directors on the recommendation of Audit Committee, for audit sincere thanks to every employee at all level for their dedicated
of cost records for the year ended on March 31, 2018 and their services and look forward their continued support.
remuneration was ratified by members at the 13th Annual General
meeting of the Company. The Board of Directors of the Company
re-appointed M/s. Board Sanjay B & Associates for audit of cost
records for the year ended on March 31, 2019 at a remuneration
of ` 100,000/- plus applicable taxes and reimbursement of out of
pocket expenses incurred, if any, in connection with the cost audit
and recommended the members for their ratification. FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Your Company has received consent along with confirmation that DR. VIKRAM I. SHAH
the appointment is in accordance with the applicable provisions Place: Ahmedabad Chairman & Managing Director
of the Act and Rules framed thereunder and they do not hold any Date: May 7, 2018 DIN: 00011653

48 Shalby Multi-Specialty HospitalS


Statutory Reports

Annexure - A

Form AOC-I
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures

Part “A”: Subsidiaries


(` in million)
Vrundavan
Shalby Yogeshwar
Sr. Shalby Shalby (Kenya) Griffin
Particulars International Healthcare
No. Hospitals Limited Mediquip LLP
Limited Limited
Limited
1 Date from which it became August 12, 2011 June 9, 2011 September 5, October 11, July 23, 2012
subsidiary 2012 2012
2 Financial year ended March 31, 2018 March 31, 2018 March 31, 2018 March 31, 2018 March 31, 2018
3 Country India Kenya India India India
4 i) Reporting currency ` KHS ` ` `
ii) Exchange rate as on the 1.00 0.65 1.00 1.00 1.00
last date of the relevant
Financial year in the case
of foreign subsidiaries.
5 Share Capital/partner capital 18.00 0.06 0.50 7.35 8.81
6 Reserves & Surplus (45.24) (1.54) (0.34) 3.62 5.76
7 Total Assets 98.75 3.68 0.02 9.08 68.69
8 Total Liabilities 71.51 2.20 0.18 20.05 54.12
9 Investment - - - - -
10 Turnover 7.87 0.74 - 0.54 355.89
11 Profit/(Loss) before Taxation (12.11) (1.32) (0.04) (1.29) 8.26
12 Provision for Taxation 0.02 (0.39) - (1.40) 2.50
13 Profit/(Loss) after Taxation (12.13) (0.93) (0.04) 0.11 5.76
and write back
14 Other Comprehensive Income - 0.07 - - -
15 Total Comprehensive Income (12.13) (0.86) (0.04) 0.11 5.76
net of tax
16 Proposed Dividend (including - - - - -
Dividend Distribution Tax
thereon)
17 % of shreholding 100.00 100.00 100.00 94.68 95.00
Part “B”: Associates and Joint Ventures : NIL
Note
(a) There are no subsidiaies which are yet to commence operations.
(b) There are no subsidiaies which have been liquidated or sold during the year.

For and on behalf of the Board


DR. VIKRAM I. SHAH SHYAMAL S. JOSHI RAVI S. BHANDARI
Chairman & Managing Director Director Chief Executive Officer
DIN: 00011653 DIN: 00005766
Place : Ahmedabad
S L KOTHARI JAYESH R. PATEL
Date : May 7, 2018
Chief Financial Officer Company Secretary

Annual Report 2017-18 49


Annexure - B

Form No. MGT-9


EXTRACT OF ANNUAL RETURN
as on the financial year ended on 31.03.2018
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:


1 CIN L85110GJ2004PLC044667
2 Registration Date August 30, 2004
3 Name of the Company Shalby Limited
4 Category/ Sub-Category of the Company Company Limited by shares/Indian Non-Government Company
Indian Non government Company
5 Address of the Registered office and Contact Details Shalby Hospitals, Opp. Karnavati Club, S. G. Road,
Ahmedabad – 380 015
Tel No: +91 79 40203000
6 Whether listed Company Yes
7 Name, Address and Contact details of Registrar and Karvy Computershare Private Limited
Transfer Agent, if any 46, Avenue, 4th Street, No.1, Banjara Hills, Hyderabad. Andhra
Pradesh - 500034
Tel No: +91 40 67161500

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY


All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Sl. Name and Description of main


NIC Code of the Product/ service % to total turnover of the company
No. products / services
1 Healthcare Services 86 100

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES


HOLDING/
Sl. NAME AND ADDRESS OF THE % of shares Applicable
CIN/GLN SUBSIDIARY/
No COMPANY held Section
ASSOCIATE
1 Yogeshwar Healthcare Ltd. U85110GJ1997PLC032486 Subsidiary 94.68 2(87)(ii)
319, Green City, Ghuma, Ahmedabad
2 Vrundavan Shalby Hospitals Ltd. U85110GA1995PLC001851 Subsidiary 100.00 2(87)(ii)
Vrundavan Shalby Hospitals,
Karaswada, Mapusa Goa
3 Shalby International Ltd. U65923GJ2012PLC071824 Subsidiary 100.00 2(87)(ii)
Shalby Hospitals, Opp. Karnavati Club,
S. G. Road, Ahmedabad 380015
4 Shalby (Kenya) Ltd. CPR/2011/4958900 Subsidiary 100.00 2(87)(ii)
Plot No. 1870/1/210, Parklands Road,
4th Floor, Corner Plaza, P.O Box 69952-
00400, Nairobi.

50 Shalby Multi-Specialty HospitalS


Statutory Reports

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i. Category-wise Share Holding

No. of Shares held at the beginning of the year No. of Shares held at the end of the year
% Change
(as on April 1, 2017) (as on March 31, 2018)
Category of Shareholders during the
% of Total % of Total
Demat Physical Total Demat Physical Total year
Shares Shares
A. Promoters / Promoter Group
1. Indian
a) Individual/ HUF 55,212,650 - 55,212,650 63.17 54,227,900 - 54,227,900 50.21 -12.96
b) Central Govt. - - - - - - - - -
c) State Govt(s). - - - - - - - - -
d) Bodies Corp. 31,561,048 - 31,561,048 36.11 31,545,448 - 31,545,448 29.20 -6.91
e) Banks / FI - - - - - - - - -
f) Any others - - - - - - - - -
Sub-Total (A)(1) 86,773,698 - 86,773,698 99.27 85,773,348 - 85,773,348 79.41 -19.86
2. Foreign
a) NRI / Individual
b) Other Individual
c) Bodies Corporate
d) Banks / FII
e) Any others
Sub Total (A)(2) - - - - - - - - -
Total Shareholding of 86,773,698 - 86,773,698 99.27 85,773,348 - 85,773,348 79.41 -19.86
Promoter (A) = (A)(1)+(A)(2)
B. Public Shareholding
1. Institutions
a) Mutual Fund - - - - 421,260 - 421,260 0.39 0.39
b) Venture Capital Fund - - - - - - - - -
c) Alternate Investment Funds - - - - 1,458,901 - 1,458,901 1.35 1.35
d) Foreign Venture Capital - - - - - - - - -
Investors
e) Foreign Portfolio Investor - - - - 6,781,384 - 6,781,384 6.28 6.28
f) Financial Institution / Banks - - - - 54,360 - 54,360 0.05 0.05
g) Insurance Companies - - - - - - - - -
h) Provident Funds / Pension - - - - - - - - -
Funds
i) Any other - - - - 22 - 22 Negligible Negligible
Sub-Total (B)(1) - - - - 8,715,927 - 8,715,927 8.07 8.07
2. Central Government / State - - - - - - - - -
Government(s) / President
of India
3. Non- Institution
a) Individuals Shareholders
holding nominal share capital

Annual Report 2017-18 51


No. of Shares held at the beginning of the year No. of Shares held at the end of the year
% Change
(as on April 1, 2017) (as on March 31, 2018)
Category of Shareholders during the
% of Total % of Total
Demat Physical Total Demat Physical Total year
Shares Shares
i. upto ` 1 lakh 121,550 843 122,393 0.14 5,353,591 603 5,354,194 4.96 4.82
ii. in excess of ` 1 lakh 471,250 - 471,250 0.54 1,538,188 - 1,538,188 1.42 0.88
b) NBFCs Registered with RBI - - - - 500 - 500 Negligible Negligible
c) Employee Trusts - - - - - - - - -
d) Overseas Depositories - - - - - - - - -
(Holding DRs)
e) Any other
- Trust - - - - 190 - 190 Negligible Negligible
- Non Resident Indians - 41,341 41,341 0.05 132,932 41,341 174,273 0.16 0.11
- Clearing Members - - - - 114,844 - 114,844 0.11 0.11
- Directors 250 - 250 Negligible 7,516 - 7,516 0.01 0.01
- Bodies Corporate - - - - 4,902,773 - 4,902,773 4.54 4.54
- HUF - - - - 407,767 - 407,767 0.38 0.38
Sub-Total (B)(2) 593,050 42,184 635,234 0.73 12,458,301 41,944 12,500,245 11.57 10.85
Total Public Shareholding 593,050 42,184 635,234 0.73 21,174,228 41,944 21,216,172 19.64 18.92
(B)=(B)(1)+ (B)(2)
C1. Custodian for GDRs & - - - - - - - - -
ADRs
C2. Non Promoter non - - - - 1,020,250 - 1,020,250 0.94 0.94
public shareholding*
Grand Total (A+B+C) 87,366,748 42,184 87,408,932 100.00 107,967,826 41,944 108,009,770 100.00 -

*Shares held by Shalby Medicos Trust through Mr. Viral Shah, trustee, which was constituted for the benefit of doctors of the Company.

ii. Shareholding of Promoters


Shareholding at the beginning of the year Share holding at the end of the year (as
(as on April 1, 2017) on March 31, 2018) % change
in share
Sr. No Shareholder’s Name % of total % of Shares % of total % of Shares holding
No. of Shares Pledged / No. of Shares Pledged / during the
Shares of the encumbered Shares of the encumbered year
company to total shares company to total shares
1 Dr. Vikram Shah* 52,062,625 59.56 - 51,062,625 47.28 - (12.28)
2 Dr. Darshini Shah 3,012,500 3.45 - 3,012,500 2.79 - (0.66)
3 Mr. Shanay shah 137,525 0.16 - 137,525 0.13 - (0.03)
4 M/s Zodiac Mediquip Limited 31,561,048 36.11 - 31,545,448 29.21 - (6.90)
5 Kairav Kirit Shah 2,000 Negligible - 15,000 0.01 - 0.01
6 Kirit Chimanlal Shah 250 Negligible - 250 Negligible - Negligible
Total 86,775,948 99.28 - 85,773,348 79.41 - (19.87)

* Dr. Vikram Shah is holding 43,327,132 equity shares as a Trustee of Shah Family Trust and balance 7,735,493 equity shares in his
individual capacity as at March 31, 2018

52 Shalby Multi-Specialty HospitalS


Statutory Reports

iii. Change in Promoters’ Shareholding


Shareholding at the Cumulative shareholding
beginning of the year Transactions during the year during the year (April 01,
(April 01, 2017) 2017 to March 31, 2018)
Sr. Shareholder’s Name
% to total Increase / No. of % to total
No. of
paid up equity Date (decrease) in Reason shares paid up
shares
capital shareholding held equity capital
1. (a) Dr. Vikram Shah 52,062,625 59.60% 13/04/2017 (43,327,132) Transferred to 8,735,493 47.28
Shah Family
Trust by way
of gift
13/12/2017 (1,000,000) Offered in 7,735,493 7.16
Public Issue
At the end of the year (a) 31/03/2018 - Closing 7,735,493 7.16
(b) Dr. Vikram I Shah as a Trustee of - - 13/04/2017 43,327,132 Transferred 43,327,132 40.11
Shah Family Trust from Dr. Vikram
Shah by way
of gift
At the end of the year (b) 31/03/2018 - Closing 43,327,132 40.11
At the end of the year (a) + (b) 31/03/2018 - Closing 51,062,625 47.28
2. Zodiac Mediquip Ltd. 3,156,1048 36.11 07/04/2017 (10,300) Transfer 31,550,748 36.10
10/04/2017 200 Transfer 31,550,948 36.10
05/10/2017 (1,000) Transfer 31,549,948 36.09
03/11/2017 (1,500) Transfer 31,548,448 36.09
10/11/2017 (3,000) Transfer 31,545,448 36.09
At the end of the year 31/03/2018 - - 31,545,448 36.09

iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
Shareholding at the Cumulative shareholding
beginning of the year Transactions during the year during the year (April 01,
(April 01, 2017) 2017 to March 31, 2018)
Sr. Shareholder’s Name
% to total Increase / No. of % to total
No. of
paid up Date (decrease) in Reason shares paid up
shares
equity capital shareholding held equity capital
1 Goldman Sachs India Limited - - 13/12/2017 2,744,906 IPO Allotment 2,744,906 2.54%
22/12/2017 631,460 Purchased 3,376,366 3.13%
31/03/2018 - Closing 3,376,366 3.13%
2 Kotak Funds – India Midcap Fund - - 13/12/2017 1,515,394 IPO Allotment 1,515,394 1.40%
22/12/2017 4,826 Purchased 1,520,220 1.41%
29/12/2017 106,558 Purchased 1,626,778 1.51%
05/01/2018 44,724 Purchased 1,671,502 1.55%
16/03/2018 (21,502) Sold 1,650,000 1.53%
31/03/2018 - Closing 1,650,000 1.53%
3 Viral Shah* - - 12/04/2017 1,200,000 Allotment 1,200,000 1.37%
in private
placement
05/10/2017 (1,000) Transfer 1,199,000 1.37%
10/11/2017 (162,500) Transfer 1,036,500 1.19%
13/11/2017 (16,250) Transfer 1,020,250 1.17%
31/03/2018 - Closing 1,020,250 0.94%

Annual Report 2017-18 53


Shareholding at the Cumulative shareholding
beginning of the year Transactions during the year during the year (April 01,
(April 01, 2017) 2017 to March 31, 2018)
Sr. Shareholder’s Name
% to total Increase / No. of % to total
No. of
paid up Date (decrease) in Reason shares paid up
shares
equity capital shareholding held equity capital
4 Indgrowth Capital Fund I - - 13/12/2017 679,787 IPO Allotment 679,787 0.63%
22/12/2017 300,000 Purchased 979,787 0.91%
31/03/2018 - Closing 979,787 0.91%
5 HSBC Global Investment Funds – - - 13/12/2017 962,400 IPO Allotment 962,400 0.89%
Indian Equity
31/03/2018 - Closing 962,400 0.89%
6 Aakarshan Tracom Pvt. Ltd (2 folios) - - 25/01/2018 450,000 Purchased 450,000 0.42%
02/02/2018 314,000 Purchased 764,000 0.71%
31/03/2018 - Closing 764,000 0.71%
7 Reliance Nippon Life Insurance - - 13/12/2017 558,602 IPO Allotment 558,602 0.52%
Co Ltd.
22/12/2017 80,476 Purchased 639,078 0.59%
29/12/2017 48,989 Purchased 688,067 0.64%
05/01/2018 17,339 Purchased 705,406 0.65%
12/01/2018 (849) Sold 704,557 0.65%
19/01/2018 718 Purchased 705,275 0.65%
25/01/2018 (1,695) Sold 703,580 0.65%
02/02/2018 (1,526) Sold 702,054 0.65%
09/02/2018 6,427 Purchased 708,481 0.66%
16/02/2018 (1,157) Sold 707,324 0.65%
23/02/2018 860 Purchased 708,184 0.66%
02/03/2018 (3,794) Sold 704,390 0.65%
09/03/2018 (2,489) Sold 701,901 0.65%
16/03/2018 (883) Sold 701,018 0.65%
23/03/2018 (3,275) Sold 697,743 0.65%
30/03/2018 4,147 Purchased 701,890 0.65%
31/03/2018 - Closing 701,890 0.65%
8 Kunvarji Fincorp Pvt. Ltd. - - 05/01/2018 78,000 Purchased 78,000 0.07%
12/01/2018 172,500 Purchased 250,500 0.23%
19/01/2018 (115,841) Sold 134,659 0.12%
25/01/2018 (134,659) Sold 0 0.00%
23/02/2018 111,000 Purchased 111,000 0.10%
02/03/2018 275,000 Purchased 386,000 0.36%
09/03/2018 100,100 Purchased 486,100 0.45%
16/03/2018 (59,015) Sold 427,085 0.40%
23/03/2018 75,500 Purchased 502,585 0.47%
31/03/2018 - Closing 502,585 0.47%
9 IIFL India Growth Fund - - 13/12/2017 403,260 IPO Allotment 403,260 0.37%
31/03/2018 - Closing 403,260 0.37%
10 Perpetual Enterprise LLP - - 19/01/2018 25,000 Purchased 25,000 0.02%
02/02/2018 336,000 Purchased 361,000 0.33%
31/03/2018 - Closing 361,000 0.33%

* Shares held by Shalby Medicos Trust, through Mr. Viral Shah-Trustee, Constituted by Company for the benefit of doctors associated / to
be associated with our Company through subsisting valid contract of consultation for their services rendered in connection with our
Company’s business
Note : Shareholding is consolidated based on PAN of the Shareholder.

54 Shalby Multi-Specialty HospitalS


Statutory Reports

v. Shareholding of Directors and Key Managerial Personnel:


Shareholding at the beginning Shareholding at the end of the
Sr. of the year (as on April 01, 2017) year (as on March 31, 2018)
For each of Directors and KMP
No. No. of equity % of No. of equity % of
shares Shareholding shares Shareholding
1 Dr. Vikram Shah
At the beginning of the year 52,062,625 59.60%
Change during the year (43,327,132)
(1,000,000)
At the end of the year (a) 7,735,493 7.16%
Dr. Vikram I Shah, Trustee of Shah Family Trust - -
Change during the year 43,327,132 40.11
At the end of the year (b) 43,327,132 40.11%
Grand Total at the end of Year (a+b) 51,062,625 47.27%
2 Dr. Darshini Shah
At the beginning of the year 3,012,500 3.45%
Change during the year -
At the end of the year 3,012,500 2.79%
3 Mr. Shyamal Joshi
At the beginning of the year 250 Negligible
IPO Allotment 1,756 Negligible
At the end of the year 2,006 Negligible
4 Mr. Umesh Menon
At the beginning of the year - -
Add Purchase 2,000 Negligible
Change during the year - -
At the end of the year 2,000 Negligible
5 Mr. Tej Malhotra
At the beginning of the year - -
Add IPO Allotment 1,755 Negligible
At the end of the year 1,755 Negligible
6 Mr. Ashok Bhatia
At the beginning of the year - -
Add IPO Allotment 1,755 Negligible
At the end of the year 1,755 Negligible
7 Ravi Bhandari
At the beginning of the year 25,000 0.03
Add IPO Allotment 1,755 0.00
At the end of the year 26,755 0.02
8 S L Kothari
At the beginning of the year 6,000 0.01
Add IPO Allotment 1,756 Negligible
At the end of the year 7,756 0.01
9 Jayesh Patel
At the beginning of the year 6,000 0.01
Add IPO Allotment 1,755 Negligible
Less Sold 827 Negligible
At the end of the year 6,928 0.01

Annual Report 2017-18 55


V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment
(` In Million)
Secured Loans
Unsecured Total
excluding Deposits
Loans Indebtedness
Deposits
Indebtedness at the beginning of the financial year
1. Principal Amount 2,614.25 649.50 - 3,263.75
2. Interest due but not paid - - - -
3. Interest accrued but not due 14.85 - - 14.85
Total (1+2+3) 2,629.10 649.50 - 3,278.60
Change in Indebtedness during the financial year
Addition 5.49 450.00 - 455.49
Reduction 1,496.63 1,099.50 - 2,596.13
Net Change (1,491.14) (649.50) - (2,140.64)
Indebtedness at the end of the financial year
1. Principal Amount 1,132.47 - - 1,132.47
2. Interest due but not paid - - - -
3. Interest accrued but not due 5.49 - - 5.49
Total (1+2+3) 1,137.96 - - 1,137.96

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL


A. Remuneration to Managing Director, Whole-time Directors and/or Manager: NA
B. Remuneration to other directors: NIL
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD:
(In Million)
Key Managerial Personnel
Particulars of Remuneration
CEO CFO CS Total
1. Gross salary
a. Salary as per provisions contained in section 8.96 6.00 1.89 16.85
17(1) of the Income-tax Act, 1961
b. Value of perquisites u/s 17(2) Income-tax Act,
1961
c. Profits in lieu of salary under section
17(3) Income-tax Act, 1961
2. Stock Option - - - -
3. Sweat Equity - - - -
4. Commission
- as % of profit
- others, specify… - - - -
5. Others, please specify - - - -
Total 8.96 6.00 1.89 16.85

56 Shalby Multi-Specialty HospitalS


Statutory Reports

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NA


Details of
Section of Penalty / Authority Appeal
Brief
Type the Companies Punishment/ [RD / NCLT made, if any
Description
Act Compounding / COURT] (give Details)
fees imposed
A. COMPANY
Penalty
Punishment
Compounding
B. Directors
Penalty
NIL
Punishment
Compounding
C. Directors
Penalty
Punishment
Compounding

FOR AND ON BEHALF OF THE BOARD

Dr. Vikram Shah


Place: Ahmedabad Chairman and Managing Director
Date: May 7, 2018 (DIN: 0011653)

Annual Report 2017-18 57


Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8 (2) of the Companies (Accounts) Rules, 2014)

58
Form for disclosure of particulars of contracts / arrangements entered into by the company with related parties referred to in
sub-section (1) of section
188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto

1. Details of material contracts or arrangement or transactions not at arm’s length basis for FY 2017-18
Annexure - C
Date on
which the
Ordinary
Salient terms of the resolution
Nature of Duration of Date(s) of Amount
Name(s) of the related contracts Justification for entering was passed
contracts/ the contracts/ approval paid as
Sr. party and or arrangements or into such contracts or arrangements or in general
arrangements/ arrangements/ by advances,
nature of relationship transactions including the transactions meeting as
transactions transactions the Board if any:
value, if any required
under first
proviso to
section 188

1 Dr. Vikram I Shah, Lease 10 Years The land on which SG Shalby As Shalby Limited is the flagship company December NA February 6,

Shalby Multi-Specialty HospitalS


Chariman & Managing Agreement is situated leased to the of the group and largely responsible for 20, 2016 2017
Director of the Company Company by Dr Vikram Shah the value attributed to the group, the
for a period of ten years ending Individual Promoter, Dr Vikram Shah,
February 28, 2027 at a monthly decided to extend the leasehold to the
lease rental of ` 5 lacs plus Company for a consideration that may
taxes etc. be lower than the arm’s length price for
comparable leased properties.

2 Shalby Orthopedic Lease 10 Years Shalby Orthopaedic Hospital As Shalby Limited is the flagship December NA February 6,
Hospital & Research Agreement and Research Centre has company of the group and largely 20, 2016 2017
Centre, Dr Vikram Shah leased the land and building responsible for the value attributed to the
is a partner of Shalby to the Company for a period of group, the Individual Promoters, being
Orthopaedic Hospital ten years ending on February partners of Shalby Orthopaedic Hospital
and Research Centre, 28, 2027 at a monthly lease and Research Centre, decided to extend
and is a director and key rental of ` 50,000 plus taxes the leasehold to the Company for a
managerial person of the etc. consideration that may be lower than the
Company. arm’s length price for comparable leased
properties.

3 Dr. Vikram I Shah, Lease 30 Years Higher of: (a) A guaranteed “Dr Vikram Shah and Mr Uday Bhatt December NA February 6,
Chariman & Managing Agreement minimum monthly have leased the land on which 20, 2016 2017
Director of the Company rental of ` 100,000; and Shalby Naroda is situated to the
(b) A revenue sharing of 2.5% Company for a period of thirty years.
of the gross revenue received As Shalby Limited is the flagship company
and / or generated by Shalby of the group and largely responsible for
Naroda, and booked on the the value attributed to the group, the
credit side of profit and loss Individual Promoter, Dr Vikram Shah,
accounts, in the books of decided to extend the leasehold to the
accounts of the Company. Company for a consideration that may
be lower than the arm’s length price for
comparable leased properties.
2. Details of material contracts or arrangement or transactions at arm’s length basis for FY 2017-18
Date on which
Nature of Duration of the Date(s) of Amount
Name(s) of the related Salient terms of the Contracts Ordinary resolution
Sr. contracts/ contracts/ approval by paid as
party and nature of or arrangements or transactions was passed in
No. arrangements/ arrangements/ the advances, if
relationship including value, if any: general meeting u/s
transactions transactions Board, if any: any:
188(1)

Professional fees

1 Dr. Vikram I Shah, KMP Professional Fees 10 Years Profeesional fee Revised w.e.f 01/01/2016 and January 5, NA NA
payable 1) Arthroplasty: 20% of IPD collection 2016
(Surgery fees + Ward fees); 80% OPD fees
Collected  2) Other than Arthroplasty: 20% of the
PF posting amount, etc amounting to ` 45.23 mn

2 Dr. Darshini V. Shah, Relative Professional Fees 10 Years Professiona lfee payable 1) For SG & Vijay unit: 70% March 28, NA NA
of KMP of dental income 2) For Krishna unit: 30% of dental 2014
income amounting of ` 22.37 mn

Commission

1 Zodiac Mediquip Limited, Commission 5 Years Commission amounting to ` 0.15 mn November 19, NA NA
Promoter Company 2012

Rent Expenses/Income

1 Yogeshwar Healthcare Limited, Rent / Deposite 5 Years Rent ` 0.26 mn Per year and ` 1.2 mn given as February 19, NA NA
Subsidiary Company Deposit 2014

2 Griffin Mediquip LLP Rent Income 11 Months Rendering Services amounting to ` 0.07 mn January 5, NA NA
2016

3 Slaney Healthcare Private Rent Income Ongoing Rendering Services amounting to ` 0.16 mn January 5, NA NA
Limited 2016

Purchase or sale of Medical, Material and Consumables

1 Griffin Mediquip LLP, group Purchase of Ongoing Purchase of medical material and consumables January 5, NA NA
company medical material value is ` 374.07 mn 2016
and consumables

Appointent to any office or place of profit

1 Mr. Shanay Shah Appointment to 3 years Appointment as Director(Designated) -Internal September 5, NA September 29, 2016
the office/place of Business for 3 years wef October 10, 2016 on a 2016
profit monthly remuneration of ` 0.04 Mn

FOR AND ON BEHALF OF THE BOARD

Dr. Vikram Shah


Place: Ahmedabad Chairman and Managing Director
Date: May 7, 2018 (DIN: 0011653)
Statutory Reports

Annual Report 2017-18


59
Annexure - D

Statement of Disclosure of Remuneration under Section 197 of Companies Act, 2013 and
Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
Sr. Particulars Details
1. Median Remuneration of employees for FY 2017-18 ` 1.17 lakhs
2. Ratio of remuneration of each director to the median remuneration Ratio
of employees of the company for FY 2017-18
a. Dr. Vikram Shah N.A., since not drawing remuneration
b. Dr. Darshini Shah N.A., since not drawing remuneration
c. Mr. Shyamal Joshi N.A., since not drawing remuneration
d. Mr. Umesh Menon N.A., since not drawing remuneration
e. Mr. Tej Malhotra N.A., since not drawing remuneration
f. Mr. Ashok Bhatia N.A., since not drawing remuneration
3. Percentage increase in remuneration of each director, CFO, CEO & % increase in FY 2017-18 as compared to FY 2016-17
CS in financial year 2017-18
Directors
a. Dr. Vikram Shah N.A.
b. Dr. Darshini Shah N.A.
c. Mr. Shyamal Joshi N.A.
d. Mr. Umesh Menon N.A.
e. Mr. Tej Malhotra N.A.
f. Mr. Ashok Bhatia N.A.
Key Managerial Personnel
a. Mr. Ravi Bhandari, CEO 10.53%
b. Mr. S. L. Kothari, CFO 12.92%
c. Mr. Jayesh Patel, CS 15.66%
4 Percentage increase in median remuneration of employees in the 15.91%
financial year
5. Number of permanent employees on roll of the company as on 2282
31-03-2018
6. Average percentile increase already made in the salaries of Average percentile increase already made in the salaries
employees other than the managerial personnel in the last of employees other than the managerial personnel in the
financial year and its comparison with the percentile increase in financial year 2017-18 was 9.66%.
the managerial remuneration and justification thereof and point None of the directors was in receipt of remuneration
out if there are any exceptional circumstances for increase in the during FY 2017-18
managerial remuneration

7. It is hereby affirmed that the remuneration paid during the year is


as per the Remuneration Policy of the Company.
For and on behalf of the Board
Place: Ahmedabad Dr. Vikram Shah
Date: May 7, 2018 Chairman and Managing Director
(DIN:00011653)

60 Shalby Multi-Specialty HospitalS


Statutory Reports

Annexure - E

Annual Report on Corporate Social Responsibility (CSR) Activities

1. 
A brief outline of the company’s CSR policy, including concessional treatments at hospitals, setting up of medical and
overview of projects or programs proposed to be diagnostic camps, projects or programs aimed at eradicating
undertaken and a reference to the web-link to the CSR policy poverty or malnutrition of women and children, pain and
and projects or programs: palliative care etc.
We pursue CSR activities in line with our vision and mission, • Employment enhancing vocational skill development programs
which are not restricted around our unit locations, but also and promoting education.
spread across geographies based on needs of the communities/
• Projects or programs or activities for the protection of elderly
Society.
citizens by establishing, funding or otherwise supporting old
The major focus areas where special Community Development age homes and day care facilities including medical aid.
programs would be run are:
2. The composition of the CSR committee:
•  romoting Health care including Preventive Health care through
P
1. Mr. Umesh Menon, Chairman
awareness programs, health check-ups, free or concessional
Medical Camps, provision of medicine & treatment facilities, 2. Mr. Shyamal Joshi, Member
providing pre natal & post natal healthcare facilities, prevention
3. Mrs. Sujana Shah, Member
of female foeticide through awareness creation, program for
preventing diseases and building immunity.
3. 
Average net profit of the company for last three
•  ealthcare we aspire to deliver facilities to communities and
H financial years for the purpose of computation of CSR:
other sections of the society in the form of primary health ` 469.04 Million
care support through diagnosis and treatments, promoting
preventive healthcare, building awareness about sanitation and 4. Prescribed CSR Expenditure (two per cent of the amount as
medical camps, creating awareness through various programs, in item 3 above): ` 9.38 Million
etc.
5. Details of CSR spent during the financial year:
•  rojects or programs or activities aimed at improving the
P
health and hygiene of the socially or economically weaker a) Total amount to be spent for the financial year: ` 9.38
sections, families in the below poverty line (BPL) by providing Million
free or subsidized medicine, clinical laboratory facilities, free or b) Amount unspent: ` 9.38 Million

c) Manner in which the amount spent during the financial year:

(` in Million)
1 2 3 4 5 6 7 8
Projects or
Amount spent
Programs (1)
on the projects
Local area Amount
or programs Cumulative Amount
Sector in or other (2) outlay
Sub-heads: expenditure spent: Direct
CSR Project or which the Specify the (budget)
Sr. No. (1) Direct upto to the or through
Activity Identified project is State and project or
expenditure reporting implementing
covered district where programs
on projects or period. agency
projects or wise
programs. (2)
programs was
Overheads
undertaken
1 Activities - - 9.38 - - -
mentioned above
Total - - 9.38 - - -

Annual Report 2017-18 61


6. Reasons/Justification for not spending CSR Fund: We hereby declare that implementation and monitoring of the
The Company’s CSR initiatives include conducting various CSR policy are in compliance with CSR objectives and policy of
programs viz. day care facilities, preventive healthcare, health the Company.
check-ups, free Medical Camps, provision of medicine &
treatment facilities and getting feedback from community.
Though all such initiatives undertaken by the Company qualifies
as CSR activities under schedule VII under the Companies
Act, 2013 but since your Company is engaged in providing
healthcare services, the expenditure made for above referred
activities does not qualify for CSR expenditure. The Company
For and on behalf of the CSR Committee and the Board
intends to set up Old Age Homes for under privileged class
which requires enormous resources being capital intensive. The
Company proposes to accumulate the CSR corpus to a sizable
level and then undertake such capitalintensive project. Place: Ahmedabad Umesh Menon Dr. Vikram Shah
Date: May 7, 2018 (DIN:00086971) (DIN:00011653)
7. 
A responsibility statement of the CSR Committee that the
Chairman of CSR Chairman and
implementation and monitoring of CSR Policy, is in compliance
Committee Managing Director
with CSR objectives and Policy of the company:

62 Shalby Multi-Specialty HospitalS


Statutory Reports

Annexure - F

Secretarial Audit Report


FORM NO. MR-3
For the financial year ended 31st March, 2018
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To, V. 
The following Regulations and Guidelines prescribed
Members, under the Securities and Exchange Board of India Act,
SHALBY LIMITED 1992 (‘SEBI Act’) have become applicable with effect from
Director 15, 2017 (i.e. Date of listing of equity shares on
I have conducted the secretarial audit of the compliance of recognised stock exchanges).
applicable statutory provisions and the adherence to good
corporate practices by SHALBY LIMITED (hereinafter called a. The Securities and Exchange Board of India (Substantial
the Company). Secretarial Audit was conducted in a manner Acquisition of Shares and Takeovers) Regulations, 2011;
that provided me a reasonable basis for evaluating the
corporate conducts/statutory compliances and expressing my b. The Securities and Exchange Board of India (Prohibition
opinion thereon. of Insider Trading) Regulations, 1992 and The Securities
and Exchange Board of India (Prohibition of Insider
Based on my verification of the Company’s books, papers, minute Trading) Regulations, 2015;
books, forms and returns filed and other records maintained
by the Company and also the information provided by the c. The Securities and Exchange Board of India (Issue of
Company, its officers, agents and authorized representatives Capital and Disclosure Requirements) Regulations,
during the conduct of secretarial audit, I hereby report that in 2009;
my opinion, the Company has, during the audit period covering
the financial year ended on March 31, 2018 (“Audit Period”) d. The Securities Exchange Board of India (Employee
complied with the statutory provisions listed hereunder Stock Option Scheme and Employee Stock Purchase
and also that the Company has proper Board-processes and Scheme) Guidelines, 1999 and The Securities and
compliance-mechanism in place to the extent, in the manner Exchange Board of India (Share Based Employee
and subject to the reporting made hereinafter: Benefits) Regulations, 2014;

I have examined the books, papers, minute books, forms and e. The Securities and Exchange Board of India (Issue and
returns filed and other records maintained by the Company for listing of Debt Securities) Regulations, 2008;
the financial year ended on March 31, 2018 according to the
provisions of: f. The Securities and Exchange Board of India (Registrars
to an Issue and Share Transfer Agents) Regulations,
I. The Companies Act, 2013 (the Act) and the Rules made 1993 regarding the Companies Act and dealing
thereunder; with client;
II. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and
g. The Securities and Exchange Board of India (Delisting of
the Rules made thereunder;
Equity Shares) Regulations, 2009; (Not applicable to the
III. The Depositories Act, 1996 and the Regulations and Bye-laws Company during the Audit Period), and
framed thereunder;
h. The Securities and Exchange Board of India (Buyback
IV. Foreign Exchange Management Act, 1999 and the Rules of Securities) Regulations, 1998; (Not applicable to the
and Regulations made thereunder to the extent of Foreign Company during the Audit Period)
Direct Investment, Overseas Direct Investment and External
Commercial Borrowings; VI. Other Laws those are applicable specifically to the Company :

Annual Report 2017-18 63


1. INDUSTRY SPECIFIC REGULATIONS I have also examined compliance with the applicable Clauses of
(i) Indian Medical Council Act, 1956 (“IMC Act”). the Following:
1. Secretarial Standard issued by The Institute of Company
(ii) 
Indian Medical Council (Professional Conduct,
Secretaries of India;
Etiquette and Ethics) Regulations, 2002 (“IMC
Regulations”)
2. 
SEBI (Listing Obligations and Disclosure Requirements),
(iii) Drugs and Cosmetic Act, 1940. Regulations, 2015 and the Listing Agreements entered into
(iv) Narcotic Drugs and Psychotropic Substances Act, by the Company with Stock Exchange(s).
1985
During the Period under review the Company has complied with
(v) Pharmacy Act, 1948 the provisions of the Act, Rules, Regulations, Guidelines, Standards,
(vi) Clinical Establishments (Registration & Regulation) etc. mentioned above.
Act, 2010
I further report that:
(vii) 
Ethical Guidelines for Biomedical Research on
Human participants, 2006 The Board of Directors of the Company is duly constituted with
proper balance of Executive Directors, Non-Executive Directors
(viii) Transplantation of Human Organs Act, 1994 and Independent Directors. The changes in the composition of the
(ix) Atomic Energy Act, 1962 Board of Directors that took place during the period under review
(x) Atomic Energy (Radiation Protection ) Rules, 2004 were carried out in compliance with the provisions of the Act.

(xi) 
Safety Code for Medical Diagnostic X-Ray Adequate notice is given to all directors to schedule the Board
Equipment and Installation, 2001 Meetings, agenda and detailed notes on agenda were sent at
(xii) 
Radiation Surveillance Procedures for Medical least seven days in advance, and a system exists for seeking and
Application of Radiation 1989 obtaining further information and clarifications on the agenda
items before the meeting and for meaningful participation at
(xiii) 
Pre-Conception and Pre-Natal Diagnostic
the meeting.
Techniques Act, 1994
(xiv) Medical Termination of Pregnancy Act, 1971 All decisions at Board Meetings and committee Meetings are
carried out unanimously as recorded in the minutes of the
(xv) Consumer Protection Act, 1986
meetings of the Board of Directors or Committee of the Board, as
(xvi) Madhya Pradesh Upcharyagriha Tatha Rujopchar the case may be.
Sambandhi Sthapnaye (Registrikaran tatha
Anugyapan) Adhiniyam, 1973 (“MP Nursing
I further report that there are adequate systems and processes in
Home Act”) the company commensurate with the size and operations of the
(xvii) The Gujarat emergency Medical Services Act. 2007 Company to monitor and ensure compliance with applicable laws,
rules, regulations, guidelines.
2. FOOD SAFETY REGULATIONS
I further report that during the Audit period there were following
(i) Food Safety and Standards Act, 2006
Specific events/actions having a major bearing on company’s
3. ENVIRONMENT REGULATIONS affairs in pursuance of the above referred Laws, Rules, regulations,
guidelines, Standards, etc. which are :
(i) Environment (Protection) Act, 1986
(ii) Water (Prevention and Control of Pollution) Act, 1. Company has issued 1,246,000 equity shares of ` 10 each
1974 at the premium of ` 60 per Share under preferential basis
(iii) Water (Prevention and Control of Pollution) Cess before IPO to employees, doctors, associate persons and
Act, 1977 Shalby Modicos Trust formed for the benefit and welfare of
doctors of the Company.
(iv) Air (Prevention and Control of Pollution ) Act, 1981
(v) Biomedical Waste Management Rules, 2016 2. Company has made Initial Public offering of 20,354,838 equity
(vi) Hazardous and other Wastes (Management and shares of ` 10 each comprising of fresh issue of 19,354,838
Transboundry Movement) Rules, 2016 equity shares and offer for sale of 1,000,000 equity shares at

64 Shalby Multi-Specialty HospitalS


Statutory Reports

price of ` 248 per equity share (including premium of ` 238 4. The Company has increased its Authorised share Capital
per share) by way of Book Building process. The issue was from ` 1,112.50 million to ` 1,177.50 million divided into
opened on December 5, 2017 and closed on December 7, 117,750,000 equity shares of ` 10 each consequent upon the
2017 under the said IPO; Company has allotted 19,354,838 implementation of composite scheme of arrangement for
equity shares of ` 10 each at a premium of ` 238 per share spin off of the hospital division of Kamesh Bhargava Hospital
aggregating to ` 4,800 Million on December 13, 2017. The and Research Centre Private Limited (“Transferor Company”)
trading of Equity shares of the Company commenced on and transfer to Shalby Limited (“Transferee Company”) as
National Stock Exchange of India Limited and BSE Limited on approved by National Company Law Tribunal, Chandigarh
December 15, 2017. bench vide its order dated July 13, 2017.

3. Scheme of arrangement under Section 391 to 394 of the


Companies Act, 1956 (“Scheme”), for spin off of the hospital
division of Kamesh Bhargava Hospital and Research Centre (Shambhu J. Bhikadia)
Private Limited (“Transferor Company”) and transfer to Place: Ahmadabad ACS No.8024
Shalby Limited (“Transferee Company”) has been approved Date: May 7, 2018 C P No.:3894
by Honourable High Court of Gujarat, vide its order dated
September 30, 2016 and National Company Law Tribunal, This Report is to be read with our letter of even date which is
Chandigarh Bench (“NCLT”) vide its order dated July 13, 2017. annexed as Appendix A and Forms an integral part of this report.

APPENDIX- A 4. 
Wherever required, I have obtained the Management
representation about the Compliance of laws, rules and
To, regulations and happening of events etc.
The Members
SHALBY LIMITED 5. 
The Compliance of the provisions of Corporate and
other applicable laws, rules, regulations, standards is the
My report of even date is to be read along with this letter. responsibility of the management. My examination was
limited to the verification of procedure on test basis.
1. Maintenance of Secretarial record is the responsibility of the
management of the Company. My responsibility is to express 6. The Secretarial Audit Report is neither an assurance as to
an opinion on these secretarial records based on my audit. the future viability of the Company nor of the efficacy or
effectiveness with which the management has conducted
2. I have followed the audit practices and process as were
the affairs of the Company.
appropriate to obtain reasonable assurance about the
correctness of the contents of the Secretarial records. The
verification was done on test basis to ensure that correct
facts are reflected in Secretarial records. I believe that the
process and practices, I followed provide a reasonable basis
for my opinion.
(Shambhu J. Bhikadia)
3. I have not verified the correctness and appropriateness of Place: Ahmadabad ACS No.8024
financial records and Books of Accounts of the Company. Date: May 7, 2018 C P No.:3894

Annual Report 2017-18 65


Corporate Governance Report
Shalby Philosophy on Corporate Governance Regulations, 2015 (‘Listing Regulations’) to maintain the
Corporate Governance is a system by which, companies are independence of the Board and to maintain an optimal mix
directed and controlled ethically, keeping in mind enhancement of professionalism, knowledge and experience to enable it
of long term sustainable interests of all stakeholders. It involves to discharge its responsibilities. As on March 31, 2018, the
blend of laws, regulations, ethical and voluntary practices, which Board of Directors comprises of 6 directors, out of which
enable the Company to attract financial and human capital, 5 are Non-Executive Directors and 1 is Executive Director
perform efficiently and thereby perpetuate it into generating (Promoter Director). Out of 5 Non-Executive Directors, 3
long-term economic value for its shareholders. It also includes are Independent Directors and 1 is Non-Promoter and 1 is
Board’s accountability towards Company and its stakeholders, Promoter Director (woman director). The Board structure is in
strategic vision and effective monitoring by the Board. The compliance with Regulation 17 of Listing Regulations.
principal characteristics of corporate governance are transparency,
independence, accountability, responsibility, fairness and social During the under review Dr. Dheeraj Sharma has resigned as
responsibility. Independent Director effective from October 13, 2017 due
to his pre-occupation. Mr. Ashok Bhatia has been appointed
A good governance process provides transparency of corporate as Additional Independent Director w.e.f. October 23, 2017.
policies and decision making process and also strengthens internal Subsequent to year under review, Mrs. Sujana Shah appointed
systems and helps in building relationship with all stakeholders. as Independent Director for the period of 5 years w.e.f.
We at Shalby believe in being transparent and we commit May 7, 2018 and Dr. Darshini Shah resigned from the Board
ourselves to adherence of good governance practices at all times, w.e.f. May 7, 2018.
as it generates goodwill among our clients and shareholders and
helps the company to grow. None of the Directors of the Company is a director in more
than 7 listed companies as an Independent Director. Further
The Company is in compliance with the requirements stipulated none of the Directors of the Company is acting as a Whole
under provisions of SEBI (Listing Obligations and Disclosure Time Director of any listed Company as well as Independent
Requirements) Regulations, 2015 as applicable, with regards to Director in more than 3 listed companies.
corporate governance.
None of the Directors of Company is a Member of more
A. Board of Directors than 10 Committees and no Director is the Chairperson of
I. Composition of the Board more than 5 committees across all the public companies in
The Company has balanced and diverse Board of Directors which he is a Director. The necessary disclosures regarding
(‘the Board’). The Board comprises of appropriate mix Committee positions have been made by all the Directors. For
of Executive, Non-Executive and Independent Directors the purpose of determination of limit, chairpersonship and
as required under Companies Act, 2013 (‘the Act’) and Membership of the Audit Committee and the Stakeholders’
SEBI (Listing Obligations and Disclosure Requirements) Relationship Committee alone has been considered.

No. of No. of Membership and


Age in Date of Initial Directorships Chairmanship of committees No. of
Sr Name & DIN Category including this listed entity*
years appointment including this shares held
listed entity^ Membership Chairmanship
1 Dr. Vikram Shah Executive Chairman 55 30/08/2004 2 1 0 51,062,625&
DIN: 00011653 & Managing Director
(Promoter)
2 Dr. Darshini Shah~ Non-Executive 52 20/12/2016 7 0 0 30,12,500
DIN: 00013903 (Promoter)
3 Mr. Shyamal Joshi Non-Executive (Non- 68 01/06/2010 7 2 2 2,006
DIN: 00005766 Promoter)

66 Shalby Multi-Specialty HospitalS


Statutory Reports

No. of No. of Membership and


Age in Date of Initial Directorships Chairmanship of committees No. of
Sr Name & DIN Category including this listed entity*
years appointment including this shares held
listed entity^ Membership Chairmanship
4 Mr. Umesh Menon Non-Executive 47 20/12/2016 2 1 1 2,000
DIN: 00086971 Independent
5 Mr. Tej Malhotra Non-Executive 67 23/02/2017 Nil 1 0 1,755
DIN: 00122419 Independent
6 Mr. Ashok Bhatia@ Non-Executive 64 23/10/2017 1 1 0 1,755
DIN: 02090239 Independent
7 Mrs. Sujana Shah$ Non-Executive 40 07/05/2018 1 1 0 Nil
DIN: 08100410 Independent

^ including private and foreign companies


* Represents Chairmanship / Membership of Audit Committee and Stakeholder Relationship Committees of public companies only
& Dr. Vikram Shah is holding 43,327,132 shares constituting 40.11% of the paid up capital of the Company on behalf of Shah Family Trust.
~ Dr. Darshini Shah resigned w.e.f. May 7, 2018
@ Mr. Ashok Bhatia has been appointed as Non-Executive Independent Director w.e.f. October 23, 2017
$ Mrs. Sujana Shah has been appointed as Non-Executive Independent Director w.e.f. May 7, 2018

There is no inter-se relationship between the Board members,


No. of Board Status of
except Dr. Vikram Shah and Dr. Darshini Shah who are related as
Name of Director Meeting held attendance at
spouse. The terms of appointment of independent directors are
and attended the last AGM
not due for re-appointment. Mr. Ashok Bhatia and Mrs. Sujana
Shah who have been appointed as Additional Director of the Dr. Vikram Shah 4/4 Yes
Company w.e.f. October 23, 2017 and May 7, 2018 respectively
Dr. Darshini Shah~ 4/4 Yes
are proposed to be appointed at the ensuing Annual General
Meeting and attention of members is invited to the relevant item Mr. Shyamal Joshi 4 /4 Yes
of the Notice of the Annual General Meeting seeking approval for
Mr. Umesh Menon 4/4 Yes
their respective appointment. Relevant information as required
under the SEBI (Listing Obligations and Disclosure Requirements) Mr. Tej Malhotra 4/3 Yes
Regulations, 2015 is annexed to the AGM Notice.
Dr. Dheeraj Sharma^ 2/1 N.A.
II. Meetings of Board of Directors Mr. Ashok Bhatia@ 2/2 N.A.
During the year, 4 meetings of the Board of Directors were
held on June 28, 2017, September 28, 2017, December 28, ~ Dr. Darshini Shah resigned w.e.f. May 7, 2018
2017 and January 9, 2018 and the gap between any two
consecutive board meetings has not exceeded 120 days. ^ Dr. Dheeraj Sharma resigned as Director w.e.f. October 13, 2017
The following table shows meetings held and attendance @
Mr. Ashok Bhatia has been appointed as Non-Executive
by each director. The required quorum was present for each Independent Director w.e.f. October 23, 2017
of the meetings. The agenda papers along with the notes
thereon, other supporting documents and all information
III. Separate Meeting of Independent Director
as required under Regulation 17(7) of Listing Regulations
As required under Regulation 25(3) of the SEBI (Listing
were circulated in advance to the Board Members except
Obligation and Disclosure Requirements) Regulations,
unpublished price sensitive information which may be
2015 read with Schedule IV of the Companies Act, 2013, all
provided at a shorter notice.
the Independent Directors of the Company, except Mr. Tej
Details of Directors’ attendance in Board Meetings held Malhotra met once during the year on December 28, 2017
during the financial year 2017-18 and last Annual General without the attendance of Non-Independent Directors and
Meeting are as under. members of the management.

Annual Report 2017-18 67


The Independent Directors reviewed the performance of V. Review of Compliance Report by the Board
Non-Independent Directors and the Board as a whole. The The Board regularly reviews the Compliance Report
Independent Directors also reviewed the performance of pertaining to all laws and licenses applicable to the Company
Chairman of the Company based on the views of Executive for smooth functioning and also to assess the steps taken by
Directors and Non-Executive Directors. The Board of Directors the Company to rectify instances of non-compliances.
also discussed about the quality, quantity and timeliness of
flow of information between the Company Management and VI. 
Selection and appointment of Directors and their
the Board which is necessary for the Board to effectively and Remuneration
reasonably perform their duties. The Company has adopted Nomination and Remuneration &
Board Diversity Policy which, inter alia, deals with the manner
IV. Familiarization Program to Independent Directors of selection of Board of Directors, payment of remuneration
The Company has familiarization program for the to Directors, Senior Managerial personnel, KMPs and other
Independent Directors with respect to their roles, rights, employees
responsibilities in the Company, nature of the industry in
VII. Remuneration of Directors & Service Contract, Notice
which the Company operates, the business model of the
period and Severance Fees
Company etc. The familiarization program are available on
I. Remuneration
the Company’s website at https://www.shalby.org/investors/
The details of remuneration, perquisites and sitting fees
wp-content/uploads/2017/10/Director-Familiarisation-
paid to the Directors for the financial year 2017-18 are
Policy.pdf
as under.

(` in million)
Name of Director Category Salary Perquisites Sitting fees^ Total
Dr. Vikram Shah Executive Chairman & Managing Director Nil* Nil Nil Nil
Dr. Darshini Shah Non-Executive Nil& Nil Nil Nil
Mr. Shyamal Joshi Non-Executive Nil Nil 0.350 0.350
Mr. Umesh Menon Non-Executive & Independent Director Nil Nil 0.375 0.375
Mr. Tej Malhotra Non-Executive & Independent Director Nil Nil 0.225 0.225
Mr. Ashok Bhatia Non-Executive & Independent Director Nil Nil 0.175 0.175
w.e.f. October 23, 2017
Dr. Dheeraj Sharma Non-Executive & Independent Director Nil Nil 0.075 0.075
upto October 13, 2017
Total Nil Nil 1.200 1.200
^ Sitting fees includes payment for Board-level committee meetings
* Dr. Vikram Shah does not draw any remuneration in his capacity as Managing Director. However, as per consultancy agreement entered into with him
by the Company, he is entitled for Professional Fees and he was paid the professional fees ` 45.23 mn during financial year 2017-18.
& Consultancy agreement has also been entered into Dr. Darshini Shah and the company has paid ` 22.37 mn. to Dr. Darshini Shah towards Professional
Fees for the financial year 2017-18.

II. 
Criteria for payment to Non-Executive / Independent and Independent Directors, excluding promoter director, are
Directors paid sitting fees of ` 50,000/- for attending each meeting of
The criteria of making payment to the Non-Executive Directors the Board and ` 25,000/- for attending each meeting of Audit
is based on the varied roles played by them towards the & Risk Management Committee, Nomination & Remuneration
Company. It is not just restricted to corporate governance or Committee, Stakeholder Relationship Committee, CSR
outlook of the Company but they also bring along with them Committee and Independent Directors.
significant professional expertise and rich experience across
the wide spectrum of functional areas such as technology, III. Service Contracts, notice period, severance fees
corporate strategy, finance and other corporate functions. Dr. Vikram Shah was appointed as the Managing Director
The Company seeks their expert advice on various matters in of our Company, w.e.f. March 27, 2015, for a period of five
general management, strategy, business planning, finance, years. However, he does not draw any remuneration. The
science, technology or intellectual property. Non-Executive Company has executed agreements with Dr. Vikram Shah

68 Shalby Multi-Specialty HospitalS


Statutory Reports

and Dr. Darshini Shah on February 5, 2014 for availing their The Chairman of the Audit & Risk Management Committee
respective professional services for a period of 10 years with has attended the last Annual General Meeting of the
lock-in period of 5 years and they will be paid Professional Company held on August 28, 2017.
fees as per agreed terms.
II. Invitees to the Committee
There is no other pecuniary relationship or transactions The CFO and Internal Auditor are regular invitees to the
of non-executive directors vis-à-vis the Company, except Committee meetings. The Committee also invites other
payment of professional fees to Dr. Darshini Shah and sitting officials / executives, where it considers appropriate, to
fees to other non-executive directors as stated above. The attend meetings. The Company Secretary is the Secretary to
Company does not have any stock option scheme. the Committee.

No severance fees is payable to any director of the Company. The Audit Committee has reviewed management discussion
and analysis of financial condition and results of operations,
B. Audit & Risk Management Committee
statement of significant related party transactions as
I. Composition of Audit and Risk Management Committee
submitted by the management and other information as
and attendance of members
mentioned in Part C of Schedule II of SEBI (Listing Obligations
The Audit and Risk Management Committee comprises
and Disclosure Requirements) Regulations, 2015.
of 4 members with 3 Independent Directors and 1 Non-
Executive Director as on March 31, 2018. The Audit and Risk
III. Terms of Reference
Management Committee was reconstituted by inclusion of The Audit and Risk Management Committee reviews the
Mr. Ashok Bhatia as a member of the Committee in place of matter falling in its terms of reference and addresses larger
Dr. Dheeraj Sharma w.e.f. October 23, 2017. issues that could be vital concern to the Company. The
Committee constituted by the Board in terms of Section
The Audit and Risk Management Committee met 4 times 177 of the Act, meets the requirement of provisions of
during the year i.e. on June 28, 2017, September 28, 2017, Companies Act, 2013 as well as of the Listing Regulations.
December 28, 2017 and January 9, 2018. The Composition The powers, role and terms of reference of Audit and
of Audit Committee as on March 31, 2018 and attendance of Risk Management Committee include the matters as
members of Audit Committee for meetings held during the specified under the Act and Listing Regulations. The terms
year is as under. of reference of the Committee, broadly includes matters
pertaining to review of financial reporting process, review
No. of of financial results and related information, approval and
meeting disclosures of related party transaction, adequacy of
Name of member Category Status
held and internal control systems, appointment and remuneration
attended of Auditors, adequacy of disclosures, review of changes,
Mr. Umesh Menon Non-Executive Chairman 4/4 if any, in accounting policies & practices, compliance with
& Independent listing and other legal requirements relating to financial
Director statements, Risk Management framework and other
Mr. Shyamal Joshi Non-Executive Member 4/4 relevant matters.
Director
Mr. Tej Malhotra Non-Executive Member 4/3 C. Nomination and Remuneration Committee
& Independent I. 
Composition of Nomination and Remuneration
Director Committee and attendance of members
Mr. Ashok Bhatia* Non-Executive Member 2/2 The Nomination and Remuneration Committee comprises
& Independent of 3 members with 2 Independent Directors and 1 Non-
Executive Director as on March 31, 2018. The Nomination and
Director
Remuneration Committee was reconstituted by inclusion of
* Mr. Ashok Bhatia appointed w.e.f. October 23, 2017 in place of Dr. Mr. Ashok Bhatia as a member of the Committee in place of
Dheeraj Sharma Dr. Dheeraj Sharma w.e.f. October 23, 2017.

Annual Report 2017-18 69


The Composition of Nomination and Remuneration as issues involving transfer and transmission of shares, issue
Committee as on March 31, 2018 was as under. The of duplicate certificates, recording dematerialization/ re-
Nomination and Remuneration Committee has not met materialization, non-receipt of refund, annual report etc.
during the year under review.
I. Composition of Stakeholders’ Relationship Committee
Name of member Category Status and attendance of members
Mr. Umesh Menon Non-Executive & Chairman The Committee comprises of 3 directors as on March 31,
Independent Director 2018, out of which Chairman is Non-Executive Director. Since
Mr. Shyamal Joshi Non-Executive Member the Company’s equity shares are listed on stock exchanges
Director w.e.f. December 15, 2017, the committee met only once
Mr. Ashok Bhatia* Non-Executive & Member during the year i.e. on January 9, 2018.
Independent Director
No. of
* Mr. Ashok Bhatia appointed w.e.f. October 23, 2017 through meeting
circular resolution in place of Dr. Dheeraj Sharma Name of member Category Status
held and
attended
II. Terms of Reference Mr. Shyamal Joshi Non-Executive Chairman 1/1
The powers, role and terms of reference of Nomination and Director
Remuneration Committee include the matters as specified Mr. Umesh Menon Non-Executive Member 1/1
under the Act and Listing Regulations. The broad terms of
& Independent
reference of the Nomination and Remuneration Committee
Director
include formulation of the criteria for determining
qualifications, positive attributes and independence of a Dr. Vikram Shah Executive Member 1/1
director and recommend to the Board a policy, relating to Director
the remuneration of the directors, key managerial personnel
and other employees, formulation of criteria for evaluation II. 
Particulars of investors’ complaints handled by the Company
of independent director, identification and assessing the and its Registrar & Share Transfer Agent during the year
person who are qualified to become directors, monitoring M/s. Karvy Computer share Pvt. Ltd., Hyderabad is acting
and reviewing various human resource and compensation as the Share Transfer Agent of the Company to carry out
matters. the share transfer and other related work. Mr. Jayesh Patel,
Company Secretary of the Company is the Compliance
III. Performance Evaluation Officer in terms of Regulation 6 of the Listing Regulations.
The Company policy provides for the manner, mode and The Share Transfer Agent has timely resolved/attended all
unique questionnaires to evaluate performance of the
the complaints and no complaint or grievance remained
Board, Committees, Independent Directors and Non-
unattended/ unresolved at the end of the year. Details of
Independent Directors. The criteria for the performance
evaluation of the Directors includes (a) Attendance the complaints received and resolved during the year ended
of each Director (b) participation in meaningful March 31, 2018 are as under:
discussion (c) Effectiveness of the decision taken based
Particulars No. of complaints
on deliberations(d) Preparedness of each Director (e)
Received during the year 28
Conduct and behavior of each Director etc. The evaluation
process includes review, discussion and feedback from the Resolved during the year 28
directors in reference to set criteria and questions. Pending as at March 31, 2018 Nil

Evaluation of Performance of the Board, its Committees, E. Corporate Social Responsibility Committee
every Independent Director and Non-Independent (CSR Committee)
Directors, for the Financial Year 2017-18, has been carried As required under Section 135 of the Companies Act 2013,
out in the manner and process as per the policy in this
the Company has constituted CSR Committee of Directors
respect. The Directors are satisfied with the performance
inter-alia to formulate Corporate Social Responsibility (CSR)
and evaluation.
Policy, to recommend the amount of expenditure to be
D. Stakeholder’s Relationship Committee incurred on the activities in line with objectives given in CSR
The Stakeholders’ Relationship Committee, oversees, inter- policy, monitor the CSR policy and other matters as may be
alia, expeditious redressal of shareholders’ grievance such referred by the Board of Directors.

70 Shalby Multi-Specialty HospitalS


Statutory Reports

I. 
Composition of CSR Committee and attendance of ii. Details of Special Resolution passed through postal ballot:
members No special resolution was passed through postal ballot during
The Committee comprises of 3 directors as on March 31, 2018 the Financial Year ended March 31, 2018. None of the businesses
out of which Chairman is Non-Executive and Independent proposed to be transacted in the ensuing Annual General
Director. During the year Committee met on June 28, 2017. Meeting require special resolution through postal ballot.

No. of H. Disclosures
Name of meeting i. Management Discussion Analysis
Category Status
member held and The Annual Report contains detailed report on Management
attended Discussion and Analysis.
Mr. Umesh Non-Executive Chairman 1/1
Menon Director ii. Related Party Transactions
Mr. Shyamal Non-Executive Member 1/1 Most of the related party transactions that were entered into
Joshi & Independent during the financial year were on arm’s length basis, however,
Director few transactions were not at arm’s length basis and your
Dr. Darshini Non-Executive Member 1/1 Company has, accordingly taken approval of audit committee,
Shah Director Board of Directors and shareholders whenever applicable.
Pursuant to Regulation 23 of the Listing Regulations, all related
party transactions were placed before the Audit Committee on
F. Other Committees
a quarterly basis, specifying the nature, value and terms and
In addition to the above referred committees, the Board
conditions of the transactions for their review and approval.
has also constituted committees of Directors to look into
various routine business matters. These Committees includes
During the year under review, there were no material
Management Committee and IPO Committee.
transactions with related parties except with Griffin Mediquip
LLP, in terms of regulation 23 of SEBI Listing Regulations. The
G. General Body Meetings details of the related party transactions including material are
i. Annual General Meeting provided in the Annexure - C (AOC -2) to the Directors’ Report.
During the preceding three years, the Company’s Annual
General Meetings were held at the Registered office of the The Company has formulated policy for determining
Company at Shalby Hospitals, Opp. Karnavati Club, S. G. ’material’ subsidiaries and policy on dealing with Related
Highway, Ahmedabad 380 015, Gujarat. Party Transactions. The said policies are hosted on the
Company’s website at https://www.shalby.org/wp-content/
The date and time of Annual General Meetings held during uploads/2018/01/Related-Party-Transaction-Policy.pdf
last three years, and the special resolution(s) passed thereat, The Company does not have any Material Subsidiary
are as follows: Company and hence no separate link for making disclosures
of material subsidiary is created.
Year ended Date& time Special resolutions passed
31/03/2017 28/08/2017 No Special Resolution was iii. Accounting Treatment
at 4:00 p.m. passed The Company has followed accounting treatment as prescribed
31/03/2016 29/09/2016 Appointment of Mr. Shanay in Indian Accounting Standard applicable to the Company.
at 3:00 p.m. Shah to an office of place of
profit iv. Compliance by the Company
31/03/2015 30/09/2015 i. Appointment of The Company’s equity shares were listed on National Stock
at 3:00 p.m. M/s. Borad Sanjay Exchange of India Limited (NSE) and BSE Limited (BSE) w.e.f.
B & Associates as December 15, 2017 and has executed Listing Agreement
Cost Auditor of the with them.
Company
The Company has complied with all the applicable provisions
ii. Appointment of Mr.
of the SEBI (Listing Obligations and Disclosure Requirements)
Shyamal Joshi as an
Regulations, 2015 (‘Listing Regulations’) and other SEBI
Independent Director
Regulations wherever applicable. No penalties have been

Annual Report 2017-18 71


imposed or stricture issued by SEBI, Stock Exchanges or any Education and Protection Fund administered by the Central
statutory authorities on matters relating to capital markets Government Pursuant to Section 124 and 125 of Companies
during any time in the past. Act, 2013.

v. Whistle Blower Policy / Vigil Mechanism The Company does not have any unclaimed shares as on
The Company has a Whistle-Blower Policy for establishing a vigil March 31, 2018 and hence company is not required to
mechanism to report genuine concerns regarding unethical transfer unclaimed shares pursuant to Investor Education
behavior and mismanagement, if any. No employee of the and Protection Fund Authority (Accounting, Audit, Transfer
Company was denied access to the Audit Committee. Details and Refund), Rules, 2016 as notified from time to time.
relating to vigil mechanism are also mentioned in the Board’s
Report. The Whistle-Blower Policy is available on the website x. CEO & CFO Certification
of the Company at https://www.shalby.org/wp-content/ The CEO and CFO of the Company have certified to the Board
uploads/2017/10/vigilmechanism_whistleblower_policy.pdf of Directors, inter-alia, the accuracy of the financial statements
and adequacy of internal controls for the financial reporting as
vi. Foreign exchange risk and hedging activities required under regulation 17(8) of the SEBI Listing Regulations
The Company is exposed to foreign exchange risk to some for the financial year ended March 31, 2018.
extent as portion of revenue of the Company is generated
from international operations in Middle East and Africa. Further
I. Means of Communication
Company also purchased some of its medical equipment from
foreign manufacturers. For mitigating the foreign exchange risk, a. Newspapers: The extracts of quarterly and Annual
financial results of the Company are generally
Company has entered into Cross-currency Interest Rate SWAP
published in leading daily newspaper in India viz.
agreement with the bank. The Company does not enter into
Financial Express and Economic Times (English and
any derivative instruments for trading or speculative purposes. Gujarati editions).

vii. 
Compliance with Mandatory and Discretionary b. Disclosure to Stock Exchanges: The Company also
requirements timely disseminate on the website of Stock Exchanges,
The Company has complied with the mandatory all price sensitive matters or such other matters which
requirements of the Corporate Governance of the Listing in its opinion are material and have relevance to the
Regulations and also followed non-mandatory requirements shareholders.
relating to separate post of Chairman and Chief Executive
Officer, financial statements with unmodified audit opinion / c. Website of the Company: The Company’s website
without qualification and direct reporting by internal auditor www.shalby.org contains a separate dedicated section
to Audit Committee etc. “Investors” where information for shareholders is
available. Quarterly and Annual Financial results,
disclosures and filing with the stock exchanges, official
viii. Utilization of proceeds from public issue, rights issue,
press releases, presentations to analysts and institutional
preferential issue etc.
investors and other general information about the
During the year Company has raised an amount aggregating Company are available on the Company’s website.
up to ` 4800 mn. through Initial Public Offer vide Red Herring
Prospectus dated November 24, 2017. As required under d. Annual Report: Annual Report containing, inter alia,
Reg. 16 of SEBI (Issue and Capital Disclosure Requirements), Board’s Report, Auditors’ Report, Audited Financial
Regulation, Company has appointed HDFC Bank Limited Statements and other important information is
as Monitoring Agency for monitoring of utilization of net circulated to Members and others entitled thereto. The
proceeds of the Public offer. Management Discussion and Analysis (MDA) Report
forms part of the Annual Report. The Annual Report is
The details of utilization of issue proceeds has been provided also available on the website of the Company.
in notes to the Accounts. During the year under review, the
company has not deviated in utilizing the proceeds of issue. J. General Information for Shareholders
a) Annual General Meeting and Book Closure:
ix. Unclaimed Dividends and Unclaimed Shares Date, time and venue of AGM: Monday, September 17,
The Company has not declared dividend in the previous 2018 at 9.30 a.m. at H. T. Parekh Hall, The Ahmedabad
years and hence there is no requirement to transfer the Management Association, ATIRA Campus, Dr. Vikram
unpaid or unclaimed dividend on due date to the Investor Sarabhai Marg, University Area, Ahmedabad 380015

72 Shalby Multi-Specialty HospitalS


Statutory Reports

Book Closure Period: September 11, 2018 to September Listing on Stock Exchanges: The Company’s equity
d) 
17, 2018 (both days inclusive) shares are listed on the following Stock Exchanges.
BSE Limited (BSE), Scrip Code : 540797
b) Financial Year: April 1 to March 31
National Stock Exchange of India Limited (NSE), Stock
c) Financial Results: code : SHALBY
ISIN Number: INE597J01018
First Quarter Results: by August 14
CIN: L85110GJ2004PLC044667
Half Year Results: by November 14
e) Payment of Listing Fees: The Company has paid

Third Quarter Results: by February 14
annual listing fee for the financial year 2018 - 19 to the
Annual Results: by May 30 BSE and NSE within the stipulated time.

Market Price data: The monthly high and low market price of equity shares traded on NSE and BSE are as under. The Company’s
f ) 
equity shares have been listed on NSE and BSE w.e.f. December 15, 2017.
NSE BSE
Month Share Price Nifty Share Price Sensex
High ` Low ` High Low High ` Low ` High Low
Dec-17 254.80 209.90 10522.40 10074.80 254.65 210.15 34137.97 32595.63
Jan-18 274.40 217.00 11171.55 10404.65 274.00 215.35 36443.98 33703.37
Feb-18 244.90 221.00 11117.35 10276.30 244.95 221.75 36256.83 33482.81
Mar-18 229.70 190.00 10525.50 9951.90 229.05. 192.00 34278.63 32483.84
g) Share price chart vs. NSE Nifty Index and BSE sensex
Shalby Share Price vs. NSE Nifty Index
300 11400
290
11200
280
11000
270

260 10800
250
10600
240
10400
230

220 10200
Dec-17 Jan-18 Feb-18 Mar-18

Shalby Price ` NSE Nifty High


Shalby Share Price vs. BSE Sensex
300 37000
290 36500

280 36000
35500
270
35000
260
34500
250
34000
240
33500
230 33000
220 32500
Dec-17 Jan-18 Feb-18 Mar-18
Shalby Price ` BSE Sensex High

Annual Report 2017-18 73


h) Distribution of equity holding as on March 31, 2018

Shareholders Equity Shares


No. of shares each of ` 10/- each % of total
Nos. Nos. % of total shares
shareholders

Upto 500 62,328 98.21% 4,193,851 3.88%

501 – 1,000 497 0.78% 412,058 0.38%

1,001 – 2,000 258 0.41% 405,823 0.38%

2,001 – 3,000 101 0.16% 259,087 0.24%

3,001 – 4,000 36 0.06% 130,701 0.12%

4,001 – 5,000 54 0.08% 255,946 0.24%

5,001 – 10,000 80 0.13% 600,308 0.56%

Above 10,000 108 0.17% 101,751,996 94.20%

Total 63,462 100.00% 108,009,770 100.00%

i) Shareholding Pattern as on March 31, 2018

Sr. Category No. of shares held % of shares held


I Promoter and Promoter Group Shareholding
Indian 85,773,348 79.41%
Foreign - -
II Public Shareholding
Institutional
Mutual Fund 421,260 0.39%
Foreign Portfolio Investor 6,781,384 6.28%
Financial Institution / Banks 54,360 0.05%
Insurance Company
Others 22 Negligible
Non-Institutional
Individual and HUFs 7,300,149 6.76%
Directors 7,516 0.01%
Bodies Corporate 4,902,773 4.54%
Alternative Investment Fund 1,458,901 1.35%
NRIs 174,273 0.16%
NBFC Registered with RBI 500 Negligible
Clearing Members 114,844 0.11%
Trusts 190 Negligible
III Non-Public Non-Promoter Shareholding* 1,020,250* 0.94%
Total 108,009,770 100.00

* Shares are held by Shalby Medicos Trust, through Mr. Viral Shah-Trustee, Constituted by the Company for the benefit
of doctors associated / to be associated with our Company through subsisting valid contract of consultation for their
services rendered in connection with our Company’s business.

74 Shalby Multi-Specialty HospitalS


Statutory Reports

j) Lock-in of Equity Shares


As on March 31, 2018, total 87,654,932 pre-issue shares, were under lock-in as under.

No. of equity shares Lock-in Period

21,601,954 December 13, 2017 to December 16, 2020

66,052,978 December 13, 2017 to December 16, 2018

k) Share Transfer system: The Company has very negligible shares in physical mode. The Company has appointed M/s. Karvy
Computershare Pvt. Ltd. as its Registrar & Transfer Agent. The shares received for transfer are processed within prescribed time
line. Request for dematerialization and rematerialization of shares are processed and confirmation thereof is given to respective
depositories i.e. National Securities Depository Limited and Central Depository Services (India) Limited within statutory time
line from the date of receipt of physical documents, subject to documents are complete in all respects.

l) Dematerialization of Shares & Liquidity


The requests for dematerialization of shares are processed by RTA expeditiously and the confirmation in respect of
dematerialization is entered by RTA in the depository system of the respective depositories, by way of electronic entries for
dematerialization of shares generally on weekly basis.

As on March 31, 2018, total 99.96% shares were held in dematerialized form. The shares of the Company are frequently traded
on both the stock exchanges and hence the shares of the Company are liquid.

m) Reconciliation of Share Capital Audit


As the Company’s equity shares got listed effective from December 15, 2017, Reconciliation of Share Capital Audit under
Regulation 55A of SEBI (Depositories and Participants) Regulations, 1996, were carried out by a Practicing Company Secretary
for each quarter starting from quarter ended December 31, 2017, to reconcile the total admitted capital with National Securities
Depository Limited (NSDL) and Central Depository Services(India) Limited (CDSL) and total paid-up, issued and listed capital.

The Reconciliation of Share Capital Audit Reports (the Audit report) confirm that the total issued, subscribed and paid-up
capital is in agreement with the total number of shares in physical form and dematerialized form held with the depositories. The
said Audit Reports for quarter ended December 2017 and March 2018 have been filed with Stock Exchanges within one month
of end of the each quarter.

n) Details of Outstanding securities or any convertible instruments:


The Company has no GDRs, ADRs, Warrants, Options or any convertible instrument outstanding as on March 31, 2018.

o) Equity shares under suspense account:


The Company has no equity shares under Suspense Account and hence disclosure relating to the same is not applicable.

Annual Report 2017-18 75


p. Our presence
State Unit Address
Gujarat SG Shalby Shalby Hospitals, Opposite Karnavati Club, SG Highway, Ahmedabad-380015
Krishna Shalby Krishna Shalby Hospitals, 319, Green City, Ghuma, Via Bopal, Ahmedabad-380058
Vijay Shalby Vijay Shalby Hospital, Vijay Cross Road, Near Fire Station, Navrangpura,
Ahmedabad-380009
Shalby Naroda Near Haridarshan Cross Road, Naroda, Ahmedabad-382325
Shalby Vapi Near Cinepark, Vapi Silvassa Road, Vapi, District Valsad
Shalby Surat TP No.12 (Adajan), FP No.29, Near Navgun College, Rander Road, Surat-395009
Madhya Pradesh Shalby Indore Race Course Road, RS Bhandari Marg, Zanjeerwala Square, Indore
Shalby Jabalpur Plot B, Scheme No.5, AhinsaChowk, Kanchnar City Road, Vijay Nagar Colony,
Jabalpur-482002
Punjab Shalby Mohali Silver Oak Hospital, Phase-IX, Sector-63, SAS Nagar, Mohali
Rajasthan Shalby Jaipur Gandhipath Road, Sector - 3, F Block, Chitrakoot Scheme, Jaipur, Rajasthan
302021

q. Address for communication


Registered & Corporate Office: Shalby Hospitals, Opp. Karnavati Club, S. G. Highway, Ahmedabad – 380015. Gujarat, India. Tel.
No. +91 79 40203000, Fax: +91 79 40203120, email: companysecretary@shalby.in

Registrar & Transfer Agent: Karvy Computershare Private Limited, Karvy Selenium, Tower B, Plot 31 – 32, Gacchibowli, Financial
District, Nanakramguda, Hyderabad – 500 032, Telangana, India, Tel: +91 40 6716 2222, Fax: +91 40 2343 1551, E-mail: einward.
ris@karvy.com

K. Prevention of Insider Trading


As per SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has devised the Code of Conduct to regulate, monitor
and report trading in Company’s securities by persons having access to unpublished price sensitive information of the Company. The
Company Secretary is the Compliance Officer for the purpose of this code.

L. Code of Conduct
The Board has laid down the code of conduct for all Board Members and Senior Managerial Personnel of the Company. The Code of
Conduct is available on the website of the Company at www.shalby.org. All Board Members and Senior Managerial Personnel have
affirmed compliance with the code of conduct for the year ended on March 31, 2018 and a declaration to this effect duly signed by
CEO of the Company has been obtained and is reproduced below.

Declaration
All the Board Members and Senior Management Personnel have affirmed the compliance with Code of Conduct for the year ended
March 31, 2018, as laid down by the Board of Directors pursuant to Regulation 17(5) of the SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015.
For Shalby Limited
Place : Ahmedabad Ravi Bhandari
Date : May 7, 2018 CEO

76 Shalby Multi-Specialty HospitalS


Statutory Reports

CEO – CFO Certificate


To,
The Board of Directors
Shalby Limited

Subject: Certificate on Audited Standalone and Consolidated Financial Statements for the year ended March 31, 2018 pursuant to Reg.
17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Dear Sir(s),
We, Ravi Bhandari, Chief Executive Officer and Shantilal Kothari, Chief Financial Officer, have reviewed the standalone & consolidated
financial statements and cash flow statement for the year ended March 31, 2018 and that to the best of our knowledge and belief, we
hereby certify that:

(a) (i) these statement(s) do not contain any materially untrue statement or omit any material fact or contain statement that might be
misleading;

(ii) these statement(s) together present a true and fair view of the Company’s affairs and are in compliance with existing accounting
standards, applicable laws and regulations.

(b) there are, to the best of our knowledge and belief, no transaction entered into by the Company during the year ended March 31,
2018 which are fraudulent, illegal or in violation of the Company’s code of conduct.

(c) we accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the
effectiveness of internal control systems of the Company pertaining to financial reporting and have disclosed to the Auditors and
Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and steps taken or
proposed to be taken to rectify these deficiencies.

(d) we have indicated to the Auditors and Audit Committee that:

(i) There is no significant changes in internal control over financial reporting during the year ended March 31, 2018;

(ii) There is no significant changes in accounting policies during the year ended March 31, 2018; and

(iii) There are no instances of significant fraud of which we are aware and which involve management or an employee having
significant role in the Company’s internal control system over financial reporting.


Yours faithfully, Yours faithfully,
For Shalby Limited For Shalby Limited

Ravi Bhandari S. L. Kothari


Chief Executive Officer Chief Financial Officer

Annual Report 2017-18 77


Independent Auditor’s Report
To, Auditor’s Responsibility
The Members, Our responsibility is to express an opinion on these standalone Ind
SHALBY LIMITED, AS financial statements based on our audit.
Ahmedabad.
We have taken into account the provisions of the Act, the
Report on the Standalone Ind AS Financial accounting and auditing standards and matters which are required
Statements to be included in the audit report under the provisions of the Act
We have audited the accompanying standalone Ind AS financial and the Rules made thereunder.
statements of SHALBY LIMITED (“the Company”), which comprise
the Balance Sheet as at March 31, 2018, the Statement of Profit We conducted our audit in accordance with the Standards
and Loss (including other comprehensive income), the Statement on Auditing specified under Section 143(10) of the Act. Those
of Cash Flows and the Statement of Change in Equity for the year Standards require that we comply with ethical requirements and
then ended and a summary of significant accounting policies and plan and perform the audit to obtain reasonable assurance about
other explanatory information (hereinafter referred to as `Ind AS whether the standalone Ind AS financial statements are free from
financial statements’). material misstatement.

Management’s Responsibility for the Standalone An audit involves performing procedures to obtain audit
Ind AS Financial Statements evidence about the amounts and disclosures in the standalone
The Company’s Board of Directors is responsible for the matters Ind AS financial statements. The procedures selected depend
on the auditor’s judgment, including the assessment of the risks
stated in section 134(5) of the Companies Act, 2013 (“the Act”) with
of material misstatement of the standalone Ind AS financial
respect to the preparation and presentation of these standalone
statements, whether due to fraud or error. In making those risk
Ind AS financial statements that give a true and fair view of
assessments, the auditor considers internal financial control
the financial position, financial performance including other
relevant to the Company’s preparation of the standalone Ind AS
comprehensive income, cash flows and changes in equity of the
financial statements that give true and fair view in order to design
Company in accordance with the accounting principles generally
audit procedures that are appropriate in the circumstances. An
accepted in India, including the Indian Accounting Standards (Ind
audit also includes evaluating the appropriateness of accounting
AS) prescribed under Section 133 of the Act, read with relevant
policies used and the reasonableness of the accounting estimates
Rules issued thereunder.
made by Company’s Directors, as well as evaluating the overall
presentation of the standalone Ind AS financial statements.
This responsibility also includes maintenance of adequate
accounting records in accordance with the provision of the Act We believe that the audit evidence we have obtained is sufficient
for safeguarding the assets of the Company and for preventing and appropriate to provide a basis for our audit opinion on
and detecting frauds and other irregularities; selection and standalone Ind AS financial statements
application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and design, Opinion
implementation and maintenance of adequate internal financial In our opinion and to the best of our information and according
controls, that were operating effectively for ensuring the accuracy to the explanations given to us, the aforesaid standalone Ind
and completeness of the accounting records, relevant to the AS financial statements give the information required by the
preparation and presentation of the standalone Ind AS financial Act in the manner so required and give a true and fair view in
statements that give a true and fair view and are free from material conformity with the accounting principles generally accepted in
misstatement, whether due to fraud or error. India including Ind AS, of the financial position of the company as

78 Shalby Multi-Specialty HospitalS


Financial Statements

at March 31, 2018 and its financial performance including other (f ) With respect to the adequacy of the internal financial
comprehensive income, its cash flows and the changes in equity controls over financial reporting of the Company and
for the year ended on that date. the operating effectiveness of such controls, refer to our
separate report in “Annexure B”; and
Report on Other Legal and Regulatory
Requirements (g) With respect to the other matters to be included in
1. As required by the Companies (Auditor’s Report) Order 2016 the Auditor’s Report in accordance with Rule 11 of
(“the Order”) issued by the Central Government of India in the Companies (Audit and Auditors) Rules, 2014 in
terms of sub section (11) of section 143 of the Act, we give our opinion and to the best of our information and
in the “Annexure – A”, a statement on the matters specified in according to the explanations given to us :
paragraphs 3 and 4 of the Order.
(i) The Company has disclosed the impact of pending
2. As required by section 143(3) of the Act, we report that: litigations on its financial position in its standalone
Ind AS financial statements - Refer Note 38 to the
(a) We have sought and obtained all the information and standalone Ind AS financial statements.
explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit. (ii) 
The Company did not have any long-term
contracts including derivatives contracts for which
(b) In our opinion, proper books of account as required by there were any material foreseeable losses.
law have been kept by the Company so far as appears
from our examination of those books. (iii) 
There were no amounts which were required
to be transferred to the Investor Education and
(c) The Balance Sheet, the Statement of Profit and Loss, the Protection Fund by the Company.
Statement of Cash Flows and Statement of Changes in
Equity dealt with by this Report are in agreement with
the books of account.

(d) In our opinion, the aforesaid standalone Ind AS financial


statements comply with the Accounting Standards
specified under Section 133 of the Act, read with Rules  FOR G. K. CHOKSI & CO.
issued thereunder.  [Firm Registration No. 101895W]
 Chartered Accountants
(e) On the basis of written representations received from
the directors as on March 31, 2018 taken on record  J. D. PATEL
by the Board of Directors, none of the directors is Place : Ahmedabad  Partner
disqualified as on March 31, 2018 from being appointed Date : May 7, 2018 Mem. No. 32780
as a director in terms of Section 164(2) of the Act.

Annual Report 2017-18 79


Annexure - A to the Independent Auditors’ Report of even date
on Standalone Ind AS Financial Statements of SHALBY LIMITED

(i) (a) 
In our opinion and according to information and (iii) The Company has not granted any secured / unsecured
explanation given to us, the Company has maintained loan to any parties covered in the register maintained under
proper records showing full particulars including section 189 of the Companies Act, 2013. Accordingly, the
quantitative details and situation of its fixed assets. provisions of Clause 3(iii) of the Order are not applicable to
the Company.
(b) The fixed assets of the Company are physically verified
by the management according to phased program (iv) 
In our opinion and according to the information and
designed to cover all the items once in period of three explanations given to us, the Company has complied with
years which in our opinion is reasonable having regard the provisions of section 185 and 186 of the Act, with respect
to the size of the Company and nature of its assets. to the loans, investments, guarantees and securities.
Pursuant to program, a physical verification of buildings
and vehicles were carried out during the year by the (v) According to information and explanations given to us, the
management and no material discrepancies between Company has not accepted any deposits as defined in The
the book records and physically inventory have been Companies (Acceptance of Deposits) Rules 2014. Accordingly,
noticed. the provisions of Clause 3(v) of the Order are not applicable
to the Company.
(c) According to the information and explanations given to
us and on the basis of our examination of the records (vi) 
We have broadly reviewed the cost records maintained
of the Company provided to us, the title deeds of by the Company pursuant to rules made by the Central
immovable properties are held in the name of the Government. We are of the opinion that prima facie the
Company except freehold land and leasehold land prescribed accounts and records have been maintained
aggregate amounting to ` 719.63 million acquired and being made. We have not, however, made a detailed
pursuant to schemes of amalgamation in the nature examination of these records with a view to determine
of merger which is pending for registration in the whether they are accurate or complete.
name of the Company. Further as per information and
explanations given to us all the existing buildings of the (vii) (a) According to the information given to us, the Company
Company are either constructed on freehold / leasehold is generally regular in depositing with appropriate
land or acquired pursuant to scheme of amalgamation authorities undisputed statutory dues and Company
in the nature of merger. had no arrears of such outstanding statutory dues as at
March 31, 2018 for a period more than six months from
(ii) According to information and explanation given to us, the the date they became payable.
Management of the Company has conducted physical
verification of inventory at the year end and no material (b) According to the information and explanations given to
discrepancies were noticed on such physical verification us, the company has no disputed outstanding statutory
during the year. dues as at March 31, 2018 other than stated below:

80 Shalby Multi-Specialty HospitalS


Financial Statements

(` in Million)
Disputed Period to which Forum where
Name of the Nature of the
Amount ` the amount dispute is Remarks
Statute Dues
in Million relates pending
Sales Tax Demand Notice 52.61 F. Y. 2009-10 Assistant Against the disputed liability as per the
issued by Sales Commissioner management representation and the expert
Tax Department of Sales Tax advice obtained by company, the contingent
liability is ` 5.42 million
Sales Tax Demand Notice 63.13 F. Y. 2010-11 Assistant Against the disputed liability as per the
issued by Sales Commissioner management representation and the expert
Tax Department of Sales Tax advice obtained by company, the contingent
liability is ` 2.02 million.
Sales Tax Demand Notice 74.91 F. Y. 2011-12 Assistant Against the disputed liability as per the
issued by Sales Commissioner management representation and the expert
Tax Department of Sales Tax advice obtained by company, the contingent
liability is ` 1.82 million.
Sales Tax Demand Notice 91.9 F. Y. 2012-13 Assistant Against the disputed liability as per the
issued by Sales Commissioner management representation and the expert
Tax Department of Sales Tax advice obtained by company, the contingent
liability is ` 1.96 million.
Sales Tax Demand Notice 101.26 F. Y. 2013-14 Assistant Against the disputed liability as per the
issued by Sales Commissioner management representation and the expert
Tax Department of Sales Tax advice obtained by company, the contingent
liability is ` 2.94 million.
Tax Demand Notice 105.88 A. Y. 2014-15 CIT (A) Against the disputed liability as per the
Deducted at issued by Tax management representation, the contingent
Sources Department liability is ` 2.63 million (including interest )

(viii) According to the information and explanations given to us, applicable and the details have been disclosed in the notes
the Company has not defaulted in the repayment of loans to the financial statements, as required by the applicable
and borrowings to financial institutions, banks, government accounting standards.
or dues to debenture holders during the year.
(xiv) According to the information and explanations give to us and
(ix) The Company has raised moneys by way of initial public based on examination of records of the Company provided
offer during the year. The same have been applied for the to us, during the current financial year the Company has
purposes for which they have been obtained. made preferential allotment / private placement of fully paid
equity shares and the fund so raised have been used for the
(x) 
According to the information and explanations given to purposes for which they were raised.
us, no fraud by company or any fraud on the company by
its officers and employees have been noticed or reported (xv) According to the information and explanations given to us,
during the year. the Company has not entered into non-cash transactions
with directors or persons connected with him. Accordingly,
(xi) 
According to the information and explanations give to paragraph 3(xv) of the Order is not applicable.
us, the Company has not paid/provided for managerial
remuneration during the year. Accordingly, the provisions of (xvi) The Company is not required to be registered under section
Clause 3(xi) of the Order are not applicable to the Company. 45-IA of the Reserve Bank of India Act 1934.

(xii) 
In our opinion and according to the information and
explanations given to us, the Company is not a Nidhi  FOR G. K. CHOKSI & CO.
Company. Accordingly, paragraph 3(xii) of the Order is not  [Firm Registration No. 101895W]
applicable.  Chartered Accountants

(xiii) According to the information and explanations given by  J. D. PATEL


the management, transactions with the related parties Place : Ahmedabad  Partner
are in compliance with section 177 and 188 of act where Date : May 7, 2018 Mem. No. 32780

Annual Report 2017-18 81


Annexure - B to the Independent Auditors’ Report of even date
on the Standalone Ind AS Financial Statements of SHALBY LIMITED

Report on the Internal Financial Controls under Clause (i) of Our audit involves performing procedures to obtain audit
Sub-section 3 of Section 143 of the Companies Act, 2013 evidence about the adequacy of the internal financial controls
(“the Act”) system over financial reporting and their operating effectiveness.
We have audited the internal financial controls over financial Our audit of internal financial controls over financial reporting
reporting SHALBY LIMITED (“the Company”) as of March 31, 2018 included obtaining an understanding of internal financial
in conjunction with our audit of the standalone Ind AS financial controls over financial reporting, assessing the risk that a material
statements of the Company for the year ended on that date. weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed
Management’s Responsibility for Internal risk. The procedures selected depend on the auditor’s judgment,
Financial Controls including the assessment of the risks of material misstatement of
The Company’s management is responsible for establishing and the standalone Ind AS financial statements, whether due to fraud
maintaining internal financial controls based on the internal or error.
control over financial reporting criteria established by the
Company considering the essential components of internal control We believe that the audit evidence we have obtained is sufficient
stated in the Guidance Note on Audit of Internal Financial Controls and appropriate to provide a basis for our audit opinion on the
over Financial Reporting issued by the Institute of Chartered Company’s internal financial controls system over financial
Accountants of India (‘ICAI’). These responsibilities include the reporting.
design, implementation and maintenance of adequate internal
financial controls that were operating effectively for ensuring the Meaning of Internal Financial Controls over
orderly and efficient conduct of its business, including adherence Financial Reporting
to company’s policies, the safeguarding of its assets, the prevention A company’s internal financial control over financial reporting is a
and detection of frauds and errors, the accuracy and completeness process designed to provide reasonable assurance regarding the
of the accounting records, and the timely preparation of reliable reliability of financial reporting and the preparation of financial
financial information, as required under the Companies Act, 2013. statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal financial
Auditors’ Responsibility control over financial reporting includes those policies and
Our responsibility is to express an opinion on the Company’s procedures that
internal financial controls over financial reporting based on our
(1) pertain to the maintenance of records that, in reasonable
audit. We conducted our audit in accordance with the Guidance
detail, accurately and fairly reflect the transactions and
Note on Audit of Internal Financial Controls over Financial
dispositions of the assets of the company;
Reporting (the “Guidance Note”) and the Standards on Auditing,
issued by ICAI and deemed to be prescribed under section 143(10) (2) provide reasonable assurance that transactions are recorded
of the Companies Act, 2013, to the extent applicable to an audit of as necessary to permit preparation of financial statements in
internal financial controls, both applicable to an audit of Internal accordance with generally accepted accounting principles,
Financial Controls and, both issued by the Institute of Chartered and that receipts and expenditures of the company are being
Accountants of India. Those Standards and the Guidance Note made only in accordance with authorisations of management
require that we comply with ethical requirements and plan and and directors of the company; and
perform the audit to obtain reasonable assurance about whether
(3) provide reasonable assurance regarding prevention or timely
adequate internal financial controls over financial reporting
detection of unauthorised acquisition, use, or disposition of
was established and maintained and if such controls operated
the company’s assets that could have a material effect on the
effectively in all material respects.
financial statements.

82 Shalby Multi-Specialty HospitalS


Financial Statements

Inherent Limitations of Internal Financial Controls reporting were operating effectively as at March 31, 2018, based
over Financial Reporting on the internal control over financial reporting criteria established
Because of the inherent limitations of internal financial controls by the Company considering the essential components of internal
over financial reporting, including the possibility of collusion control stated in the Guidance Note on Audit of Internal Financial
or improper management override of controls, material Controls Over Financial Reporting issued by the Institute of
misstatements due to error or fraud may occur and not be detected. Chartered Accountants of India.
Also, projections of any evaluation of the internal financial controls
over financial reporting to future periods are subject to the risk that
the internal financial control over financial reporting may become
inadequate because of changes in conditions, or that the degree  FOR G. K. CHOKSI & CO.
of compliance with the policies or procedures may deteriorate.  [Firm Registration No. 101895W]
 Chartered Accountants
Opinion
In our opinion, the Company has, in all material respects, an  J. D. PATEL
adequate internal financial controls system over financial Place : Ahmedabad  Partner
reporting and such internal financial controls over financial Date : May 7, 2018 Mem. No. 32780

Annual Report 2017-18 83


Balance Sheet
as at March 31, 2018

(` in Million)
Note No. March 31, 2018 March 31, 2017 April 1, 2016
ASSETS
Non-current assets
Property, Plant and Equipment 5 6 388.47 3 120.37 3 082.63
Capital work-in progress 6 464.03 2 207.03 821.87
Goodwill 81.97 - -
Intangible Assets 7 2.94 1.61 3.51
Intangible assets under development 8 3.82 2.27 0.06
Financial Assets
Investments 9 9.10 94.10 93.97
Loans 10 77.70 - -
Other Financial Assets 11 229.37 19.12 12.49
Deferred Tax assets (Net) 12 111.56 71.61 170.45
Other non current assets 13 74.79 363.69 275.30
7 443.75 5 879.80 4 460.28
Current assets
Inventories 14 118.81 75.58 73.37
Financial assets
Investments 9 13.54 4.30 -
Trade Receivables 15 601.49 334.58 285.45
Cash and Cash Equivalents 16 108.82 115.82 82.64
Other Bank Balances 17 1 042.29 41.21 70.96
Loans 10 - 86.07 66.67
Other Financial Assets 11 158.94 153.69 21.85
Current Tax Assets (Net) 18 97.02 81.30 91.31
Other Current Assets 13 111.06 47.59 48.09
Assets held for sale 19 131.92 - -
2 383.89 940.14 740.34
Total Assets: 9 827.64 6 819.94 5 200.62
EQUITY AND LIABILITIES
Equity
Equity Share Capital 20 1 080.10 874.09 873.55
Other Equity 21 6 672.37 1 711.35 1 404.10
7 752.47 2 585.44 2 277.65
Liabilities
Non-current Liabilities
Financial Liabilities
Borrowings 22 749.82 2 854.04 2 023.35
Other Financial Liabilities 23 46.23 22.47 29.46
Provisions 24 13.71 15.18 7.80
Other Non-current Liabilities 25 128.41 88.78 -
938.17 2 980.47 2 060.61
Current liabilities
Financial Liabilities
Borrowings 22 157.16 229.72 64.78
Trade Payables 26 479.93 391.78 449.98
Other Financial Liabilities 23 445.30 577.80 312.80
Other Current liabilities 25 45.02 43.51 29.46
Provisions 24 6.05 7.51 1.63
Current tax liabilities 27 3.54 3.71 3.71
1 137.00 1 254.03 862.36
Total Equity and Liabilities: 9 827.64 6 819.94 5 200.62
The accompanying notes are an integral part of the financial statements.
As per our report of even date attached
For G. K. CHOKSI & CO. For and on behalf of the Board
[Firm Registration No. 101895W] DR. VIKRAM I. SHAH SHYAMAL S. JOSHI RAVI S. BHANDARI
Chartered Accountants Chairman & Managing Director Director Chief Executive Officer
DIN: 00011653 DIN: 00005766
J. D. PATEL
Partner S L KOTHARI JAYESH R. PATEL
Mem. No. 32780 Chief Financial Officer Company Secretary
Place : Ahmedabad Place : Ahmedabad
Date : May 7, 2018 Date : May 7, 2018

84 Shalby Multi-Specialty HospitalS


Financial Statements

Statement of Profit and Loss


for the year ended March 31, 2018

(` in Million)
Note No. March 31, 2018 March 31, 2017
INCOME
Revenue from Operations 28 3 855.23 3 223.86
Other Income 29 87.12 60.43
Total Income: 3 942.35 3 284.29
EXPENSES
Operative expenses 30 2 169.00 1 822.31
Purchase of stock in trade 31 82.36 57.55
Changes in inventories 32 (7.21) (4.68)
Employee benefits expense 33 447.96 376.89
Finance Cost 34 121.34 102.15
Depreciation and Amortization 35 224.32 160.08
Other Expenses 36 319.57 249.79
Total Expenses: 3 357.34 2 764.09
Profit before exceptional items and tax 585.01 520.20
Exceptional Items - -
Profit Before Tax 585.01 520.20
Tax expense 12
Current tax 101.40 116.50
Deferred tax 43.47 100.08
Total tax expense: 144.86 216.58
Profit for the year from continuing operations 440.15 303.62
Other comprehensive income
Items that will not be reclassified to profit or loss
Remeasurement of the defined benefit plans 4.19 (3.58)
Tax relating to remeasurement of the defined benefit plans (1.45) 1.24
2.74 (2.34)
Total comprehensive income for the year, net of tax 442.88 301.28
Earning per Equity Share 37
Basic 2.97 3.48
Diluted 2.97 3.48
The accompanying notes are an integral part of the financial statements.
As per our report of even date attached

For G. K. CHOKSI & CO. For and on behalf of the Board


[Firm Registration No. 101895W] DR. VIKRAM I. SHAH SHYAMAL S. JOSHI RAVI S. BHANDARI
Chartered Accountants Chairman & Managing Director Director Chief Executive Officer
DIN: 00011653 DIN: 00005766
J. D. PATEL
Partner S L KOTHARI JAYESH R. PATEL
Mem. No. 32780 Chief Financial Officer Company Secretary
Place : Ahmedabad Place : Ahmedabad
Date : May 7, 2018 Date : May 7, 2018

Annual Report 2017-18 85


Statement of Cash Flows
for the year ended March 31, 2018

(` in Million)
March 31, 2018 March 31, 2017
A. Cash flow from operating activities
Profit/(Loss) for the year before taxation 585.01 520.20
Adjustments for
Depreciation and amortisation 224.32 160.08
Finance cost 121.34 102.15
Interest Income from financial assets measured at amortised cost
- on fixed deposits with Bank (26.68) (7.67)
- on other financial assets (3.99) (8.15)
Loss/gain on sale of property plant & equipment (net) - (2.33)
Bad debt provision for doubtful debts 2.62 3.80
OCI Adjustment 4.19 (3.58)
Operating profit before working capital changes 906.81 764.49
Adjustments for
Decrease / (Increase) in Inventories (42.67) (2.21)
Decrease / (Increase) in Trade receivables (269.53) (52.93)
Decrease / (Increase) in Other Non current financial assets (210.25) (6.63)
Decrease / (Increase) in Other current financial asset 5.07 (126.84)
Decrease / (Increase) in Other non current asset (82.48) (88.39)
Decrease / (Increase) in Other current assets (63.47) 0.50
Increase / (Decrease) in Trade Payables 88.15 (58.20)
Increase / (Decrease) in Provisions (4.09) 13.53
Increase / (Decrease) in Other Non current financial liabilities 23.76 (6.99)
Increase / (Decrease) in Other Non current liabilities 39.63 88.78
Increase / (Decrease) in Other current financial liabilities (123.14) 271.36
Increase / (Decrease) in Other current liabilities 1.51 14.05
Loans current / non current 8.37 (19.40)
Other bank balances (1 001.08) 29.75
Cash generated from operations (723.41) 820.87
Direct taxes Refund/(paid) (117.30) (106.49)
Net Cash from Operating Activities [A] (840.72) 714.38
B. Cash flow from investing activities
Purchase of fixed property, plant and equipment (1 382.60) (1 580.96)
Payment for purchase of investments (56.16) (4.43)
Interest received 22.01 10.82
Net Cash from / (used in) investing activities [B] (1 416.75) (1 574.57)

86 Shalby Multi-Specialty HospitalS


Financial Statements

Statement of Cash Flows


for the year ended March 31, 2018

(` in Million)
March 31, 2018 March 31, 2017
C. Cash flow from financing activities
Proceeds from allotment of shares 203.28 0.54
Proceeds from borrowings - non current (2 104.22) 830.69
Proceeds from borrowings - current (151.78) 164.94
IPO Expenses (245.20) -
Securities premium received on allotment of shares 4 681.21 3.24
Proceed from share application money pending for allotment - 2.73
Interest paid (136.43) (108.51)
Dividend paid to company’s shareholders - (0.26)
Net cash flow from financial activities [C] 2 246.86 893.37
Net Increase/(Decrease) in cash & cash equivalents [A+B+C] (10.61) 33.18
Cash and cash equivalents opening 115.82 82.64
Add: On account of Business Combination 3.61 -
Cash and cash equivalents closing 108.82 115.82
Components of Cash and cash equivalent
Balances with scheduled banks 61.67 51.20
Fixed Deposits with maturity less than 3 months 38.90 48.74
Cash in hand 8.25 15.88
108.82 115.82
Explanatory Notes to Cash Flow Statement
1 The Cash Flow Statement is prepared by using indirect method as set out in Indian Accounting Standard (Ind AS 7) statement of cash
flow.
2 In Part A of the Cash Flow Statements, figures in brackets indicates deductions made from the net profit for deriving the cash flow
from operating activities. In part B & part C, figures in brackets indicates cash outflows.
As per our report of even date attached

For G. K. CHOKSI & CO. For and on behalf of the Board


[Firm Registration No. 101895W] DR. VIKRAM I. SHAH SHYAMAL S. JOSHI RAVI S. BHANDARI
Chartered Accountants Chairman & Managing Director Director Chief Executive Officer
DIN: 00011653 DIN: 00005766
J. D. PATEL
Partner S L KOTHARI JAYESH R. PATEL
Mem. No. 32780 Chief Financial Officer Company Secretary
Place : Ahmedabad Place : Ahmedabad
Date : May 7, 2018 Date : May 7, 2018

Annual Report 2017-18 87


Statement of changes in Equity
for the year ended March 31, 2018

A. Equity share capital


(` in Million)
As at April 1, 2016 873.55
Issue of Equity Share capital 0.54
As at March 31, 2017 874.09
Issue of Equity Share capital 206.01
As at March 31, 2018 1 080.10

B. Other equity
(` in Million)
Other
Reserves and Surplus Comprehensive
Income
Particulars Total equity
Capital Share Application Other Items of
Securities Retained
Redemtion Money Pending comprehensive
Premium Earnings
Reserve allotment Income
Balance as at April 1, 2016 - - 1 404.10 - - 1 404.10
Profit for the year - - 303.62 - - 303.62
Received during the year 3.24 - - 2.73 - 5.97
Addition during the year - 5.33 (5.33) - - -
Other comprehensive income for the year - - - - (2.34) (2.34)
Balance as at March 31, 2017 3.24 5.33 1 702.39 2.73 (2.34) 1 711.35
Profit for the year - - 440.15 - - 440.15
Received during the year 4 681.21 - - - - 4 681.21
Share Issue Expenses (Net of Taxes) (160.34) - - - - (160.34)
Addition during the year - - - - - -
Deduction during the year - - - (2.73) - (2.73)
Other comprehensive income for the year - - - - 2.74 2.74
Balance as at March 31, 2018 4 524.11 5.33 2 142.54 - 0.40 6 672.37

The accompanying notes are an integral part of the financial statements.


As per our report of even date
For G. K. CHOKSI & CO. For and on behalf of the Board
[Firm Registration No. 101895W] DR. VIKRAM I. SHAH SHYAMAL S. JOSHI RAVI S. BHANDARI
Chartered Accountants Chairman & Managing Director Director Chief Executive Officer
DIN: 00011653 DIN: 00005766
J. D. PATEL
Partner S L KOTHARI JAYESH R. PATEL
Mem. No. 32780 Chief Financial Officer Company Secretary
Place : Ahmedabad Place : Ahmedabad
Date : May 7, 2018 Date : May 7, 2018

88 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Financial Statements


for the year ended March 31, 2018

Note 1 : Corporate Information the Companies’ Act, 2013 (“the Act”) duly approved by the
Shalby Limited (the company) is a company engaged in healthcare Board of Directors at its meeting held on May 7, 2018.
delivery space and listed with bourses in India. The registered
office of the Company is located at Opposite Karnavati Club, 2.2 Basis of Measurement
Sarkhej Gandhinagar Highway, Near Prahladnagar Garden, The standalone Ind AS financial statements of the Company
Ahmedabad – 380 015. The company operates as a chain of multi- have been prepared and presented in accordance with the
specialty hospitals across India. The business of the company is Generally Accepted Accounting Principles (GAAP) under the
to offer tertiary and quaternary healthcare services to patients historical cost convention on accrual basis of accounting,
in various areas of specialization such as orthopedics, complex except for certain Assets and Liabilities as stated below:
joint replacements, cardiology, neurology, oncology, renal
transplantations etc. (a) Financial instruments (assets / liabilities) classified as
Fair Value through profit or loss or Fair Value through
The standalone Ind AS financial statements for the year ended Other Comprehensive Income are measured at Fair
March 31, 2018 were authorized for issue in accordance with Value.
resolution passed by the Board of Directors of the company on
May 7, 2018. (b) The defined benefit asset/liability is recognised as the
present value of defined benefit obligation less fair
Note 2 : Basis of Preparation value of plan assets.
These standalone Ind AS financial statements of the company have
been prepared in accordance with Indian Accounting Standards (c) Assets held for sale measured at fair value less cost to
sales
(“Ind AS”) notified under the Companies (Indian Accounting
Standards) Rules, 2015 and Companies (Indian Accounting
The above items have been measured at Fair Value and the
Standards) Amendment Rules, 2016, as applicable. For all periods
methods used to measure Fair Values are discussed further in
up to and including the year ended March 31, 2017, the Company
Note 4.18.
prepared its financial statements in accordance with the then
applicable Accounting Standards in India (‘previous GAAP’). These
2.3 Functional and Presentation Currency
financial statements for the year ended March 31, 2018 are the first
Items included in the standalone financial statements of the
Ind AS financial statements. The date of transition to Ind AS is April
Company are measured using the currency of the primary
1, 2016. The comparative figures in the Balance Sheet as at March
economic environment in which the Company operates
31, 2017 and April 1, 2016 and Statement of Profit and Loss and
(“the functional currency”). Indian Rupee is the functional
Cash Flow Statement for the year ended March 31, 2017 have been
currency of the Company.
restated accordingly. Accounting Policies have been consistently
applied except where newly issued accounting standard is initially The standalone financial statements are presented in Indian
adopted or revision to the existing standards requires a change in Rupees (`) which is the company’s presentation currency,
the accounting policy hitherto in use. Management evaluates all and all the values are rounded to the nearest millions except
recently issued or revised accounting standards on an on-going when otherwise stated.
basis.
2.4 Standard issued but not yet effective
Refer Note 4.21 for the explanations of transition to Ind AS Ministry of Corporate Affairs (MCA) issued the Companies
including the details of first-time adoption exemptions availed by (Indian Accounting Standards) (Amendments) Rules, 2018,
the Company. (‘the Rules’) on 28th March, 2018.The rules notify the new
Revenue Standard Ind AS 115 ‘Revenue from Contracts
2.1 Statement of Compliance with Customers’ and also bring in amendments to existing
The standalone Ind AS financial statements comprising Ind AS. The rules shall be effective from reporting period
Balance Sheet, Statement of Profit and Loss, Statement of beginning on or after April 1, 2018 and cannot be reported
Changes in Equity and Cash Flow Statement, together with early. Hence, not applied in the preparation of these
notes for the year ended March 31, 2018 have been prepared financial statements.
in accordance with Ind AS as notified under section 133 of

Annual Report 2017-18 89


Notes to the Financial Statements
for the year ended March 31, 2018

Note 3 : Significant accounting judgments, 3.4 Taxes


estimates and assumptions Deferred tax assets are recognised for unused tax credits
The preparation of standalone financial statements in conformity to the extent that it is probable that taxable profit will be
with Ind AS requires the management to make judgments, available against which the losses can be utilised. Significant
estimates and assumptions that affect the application of management judgment is required to determine the amount
accounting policies and the reported amounts of assets, liabilities, of deferred tax assets that can be recognised, based upon the
the disclosures of contingent assets and contingent liabilities at likely timing and the level of future taxable profits together
with future tax planning strategies.
the date of standalone financial statements, income and expense
during the period. The estimates and associated assumptions
3.5 Employee Benefits
are based on historical experience and other factors that are
The cost of defined benefit plans are determined using
considered to be relevant. However, uncertainty about these
actuarial valuations. The actuarial valuation involves making
assumptions and estimates could result in outcomes that require a assumptions about discount rates, expected rates of return
material adjustment to the carrying amount of the asset or liability on assets, future salary increases, mortality rates and future
affected in future periods. pension increases. Due to the long-term nature of these
plans, such estimates are subject to significant uncertainty.
Estimates and underlying assumptions are reviewed on an on-
going basis. Revisions to accounting estimates are recognized 3.6 Fair value measurement of financial instruments
in the periods in which the estimates are revised and in future When the fair values of financial assets and financial liabilities
periods which are affected. recorded in the Balance Sheet cannot be measured based on
quoted prices in active markets, their fair value is measured
In the process of applying the Company’s accounting policies, using valuation techniques. The inputs to these models are
management has made the following judgments and estimates, taken from observable markets where possible, but where
which have the most significant effect on the amounts recognised this is not feasible, a degree of judgment is required in
in the standalone financial statements. establishing fair values. Judgments include considerations of
inputs such as liquidity risk, credit risk and volatility. Changes
3.1 Revenue recognition in assumptions relating to these factors could affect the
Revenue from fees charged for inpatient and outpatient reported fair value of financial instruments.
hospital/clinical services rendered to insured, Government
schemes and corporate patients are subject to approvals 3.7 Allowance for uncollectible trade receivables
from the insurance companies and corporates. Accordingly, Trade receivables, predominantly from Government schemes/
the Company estimates the amounts likely to be disallowed insurance companies and corporates which enjoy high credit
by such companies based on past trends and necessary ratings are stated at their nominal value as reduced by
provisions are made. appropriate allowances for estimated irrecoverable amounts.
Estimated irrecoverable amounts are based on the ageing of
the receivable balance and historical experience. Individual
3.2 Impairment of investments in subsidiaries
trade receivables are written off when management deems it
The Company reviews its carrying value of investments in
not to be collectible.
subsidiaries at cost, annually, or more frequently when there
is an indication for impairment. If the recoverable amount
The company has used a practical expedient by computing
is less than its carrying amount, the impairment loss is
the expected credit loss allowance for trade receivables
accounted for. based on a provision matrix considering the nature of
receivables and the risk characteristics. The provision matrix
3.3 Useful lives of property, plant and equipment takes into accounts historical credit loss experience and
The Company reviews the useful life of property, plant adjusted for forward looking information. The expected
and equipment at the end of each reporting period. This credit loss allowance is based on the ageing of the day of the
assessment may result in change in the depreciation expense receivables are due and the rates as given in the provision
in future periods. matrix.

90 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Financial Statements


for the year ended March 31, 2018

3.8 Impairment of Property, Plant & Equipment (ii) 


Financial assets at Fair Value through Other
The value in use calculation requires the directors to Comprehensive Income (FVTOCI):
estimate the future cash flows expected to arise from the Financial Assets that are held within a business
cash-generating unit and a suitable discount rate in order to model whose objective is achieved by both
calculate present value. Where the actual future cash flows collecting contractual cash flows and selling
are less than expected, an impairment loss which is material financial assets and the contractual terms of
in nature is accounted for. financial assets give rise on specified dates to
cash flows that are solely payments of principal
3.9 Litigations and interest on the principal amount outstanding
The provision is recognized based on the best estimate of the are subsequently measured at FVTOCI. Fair Value
amount desirable to settle the present obligation arising at movements in financial assets at FVTOCI are
recognized in Other Comprehensive Income.
the reporting period and of the income is recognized in the
cases involving high degree of certainty as to realization.
Equity instruments held for trading are classified
as at fair value through profit or loss (FVTPL). For
Note 4: Significant Accounting Policies
other equity instruments the company classifies
4.1 Financial Instruments
the same as FVTOCI. The classification is made
Financial assets and financial liabilities are recognised when
on initial recognition and is irrevocable. Fair
the Company becomes a party to the contractual provisions Value changes on equity instruments at FVTOCI,
of the instruments. excluding dividends are recognized in Other
Comprehensive Income (OCI).
(a) Financial Assets
Financial Assets comprises of investments in equity (iii) Fair Value through Profit or Loss (FVTPL):
instruments, trade receivables, cash and cash Financial Assets are measured at FVTPL if it does
equivalents and other financial assets. not meet the criteria for classification as measured
at amortized cost or at FVTOCI. All fair value
Initial Recognition: changes are recognized in the Statement of Profit
All financial assets are recognized initially at fair value and Loss.
plus, in the case of financial assets not recorded at
fair value through Profit or Loss, transaction costs that De-recognition of Financial Assets:
are attributable to the acquisition of financial assets. Financial Assets are derecognized when the contractual
Purchases or sales of financial assets that requires rights to cash flows from the financial assets expire
delivery of assets within a period of time frame or the financial asset is transferred and the transfer
established by regulation or convention in the market qualifies for de-recognition. On de-recognition of the
place (regular way trades) are recognized on the trade financial assets in its entirety, the difference between
date, i.e., the date that the company committed to the carrying amount (measured at the date of de-
purchase or sell the asset. recognition) and the consideration received (including
any new asset obtained less any new liability assumed)
Subsequent Measurement: shall be recognized in the Statement of Profit and Loss.
(i) Financial assets measured at amortized Cost:
(b) Financial Liabilities
Financial assets are subsequently measured at
Initial Recognition and Measurement
amortised cost if these financial assets are held
Financial Liabilities are initially recognized at fair value
within a business whose objective is to hold these
plus any transaction costs, (if any) which are attributable
assets in order to collect contractual cash flows
to acquisition of the financial liabilities.
and where contractual terms of financial asset
give rise on specified dates to cash flows that are Subsequent Measurement:
solely payments of principal and interest on the Financial Liabilities are classified for subsequent
principal amount outstanding. measurement into following categories:

Annual Report 2017-18 91


Notes to the Financial Statements
for the year ended March 31, 2018

(i) Financial liabilities at Amortized Cost: significant to the Company’s Operations. A Change in
The Company is classifying the following under business occurs when the company either begins or
amortized cost: ceases to perform an activity that is significant to its
- Borrowing from Banks operations. If the Company reclassifies financial assets,
it applies the reclassification prospectively effective
- Borrowing from Others from the reclassification date which is the first day
- Trade Payables of the immediately next reporting period following
the change in business model. The Company does
- Other Financial Liabilities not restate any previously recognised gains, losses
(including impairment gains or losses) or interest.
Amortized cost for financial liabilities represents
amount at which financial liability is measured at
4.2 Share Capital
initial recognition minus the principal repayments,
Ordinary Shares are classified as equity. Incremental costs
plus or minus cumulative amortization using
directly attributable to the issue of new ordinary shares or
the effective interest method of any differences
share options are recognized as a deduction from equity, net
between the initial amount and maturity amount.
of any tax effects.
(ii) Financial liabilities at Fair Value through Profit or
Loss: 4.3 Property, Plant and Equipment
Financial liabilities held for trading are measured Property, plant and equipment held for use in the supply of
at Fair Value through Profit or Loss goods or services, or for administrative purposes, are stated
in the balance sheet at cost less accumulated depreciation
De-recognition of Financial Liabilities: and accumulated impairment losses. Freehold land is not
Financial liabilities shall be derecognized when, depreciated. All repairs and maintenance costs are charged
and only when, it is extinguished i.e. when the to the income statement during the financial period in which
obligation specified in the contract is discharged they are incurred.
or cancelled or expires.
Properties in the course of construction for supply of services
(c) Offsetting of Financial assets and Financial Liabilities or administrative purpose are carried at cost, less any
Financial assets and Financial Liabilities are offset and recognised impairment loss. Cost includes professional fees
the net amount is presented in Balance Sheet when, and other directly attributable cost and for qualifying assets,
and only when, the Company has legal right to offset borrowing cost capitalised in accordance with the Company’s
the recognized amounts and intends either to settle accounting policy. Such properties are classified to the
on the net basis or to realize the assets and liabilities appropriate categories of Property Plant and equipment
simultaneously. when completed and ready for intended use. Depreciation
of these assets, on the same basis as other property assets,
(d) Reclassification of Financial Assets
commences when the assets are ready for their intended use.
The Company determines classification of financial
assets and liabilities on initial recognition. After initial
Depreciation is recognised so as to write off the cost of assets
recognition, no reclassification is made for financial
(other than freehold land and properties under construction)
assets which are categorized as equity instruments
less their residual values over their useful lives as prescribed
at FVTOCI, and financial assets or liabilities that are
under Part C of Schedule II to the Companies Act 2013, using
specifically designated as FVTPL. For financial assets
which are debt instruments, a reclassification is the straight-line method. The estimated useful lives, residual
made only if there is a change in business model for values and depreciation method are reviewed at the end
managing those assets. Changes to the business model of each reporting period, with the effect of any changes in
are expected to be very infrequent. The management estimate accounted for on a prospective basis. Depreciation
determines the change in a business model as a for assets purchased/sold during a period is proportionately
result of external or internal changes which are charged for the period of use.

92 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Financial Statements


for the year ended March 31, 2018

Assets held under finance leases are depreciated over their and accumulated impairment losses. Amortisation is
expected useful lives on the same basis as owned assets. recognised on a straight-line basis over their estimated
Leasehold land with lease term of 99 years or more and useful lives. The estimated useful life and amortisation
renewable with mutual consent are considered as finance method are reviewed at the end of each reporting period,
leases with perpetual lease term and the same are not with the effect of any changes in estimate being accounted
amortised with effect from April 1, 2016. for on a prospective basis. Intangible assets with indefinite
useful lives that are acquired separately are carried at cost
Estimated useful lives of the assets are as follows: less accumulated impairment losses.

Type of Asset Useful Life Intangible assets acquired in a business combination


Buildings* 30 years and 60 years Intangible assets acquired in a business combination and
Plant and Machinery 15 years recognised separately from goodwill are initially recognised
at their fair value at the acquisition date (which is regarded as
Medical Equipment 13 years and 15 years their cost). Goodwill generated on business combination is
Electrical Installations 10 years tested for impairment.
Furniture and fixtures 10 years
Subsequent to initial recognition, intangible assets
Office equipment 5 years
acquired in a business combination are reported at cost less
Vehicles 8 years and 10 years accumulated amortisation and accumulated impairment
Servers and Computers 3 years and 6 years losses, on the same basis as intangible assets that are
acquired separately.
(*) For this class of assets based on internal assessments
and technical evaluation carried out by the management, Derecognition of intangible assets
it believes that useful life as given above best represents An intangible asset is derecognised on disposal, or when
the period over which the management expects to use this no future economic benefits are expected from use or
assets. Hence, the useful life for this asset is different from disposal. Gains or losses arising from de-recognition of an
useful lives as prescribed under Part C of Schedule II to the intangible asset, measured as the difference between the net
Companies Act, 2013. disposal proceeds and the carrying amount of the asset, are
recognised in statement of profit and loss when the asset is
An item of property, plant and equipment is derecognised de-recognised.
upon disposal or when no future economic benefits are
expected to arise from the continued use of the asset. Any Useful lives of intangible assets
gain or loss arising on the disposal or retirement of an item Estimated useful lives of the intangible assets are as follows:
of property, plant and equipment is determined as the
Type of Asset Useful Life
difference between the sales proceeds and the carrying
Computer software and data processing 3 years
amount of the asset and are recognised net within “other
income / other expenses” in the Statement of profit and loss. software

Transition to Ind AS Deemed cost on transition to Ind AS


For transition to Ind AS, the Company has opted to adopt For transition to Ind AS, the Company has opted to continue
the carrying value of all of its property, plant and equipment with the carrying value of all of its intangible assets
recognised as of April 1, 2016 (transition date) measured recognised as of April 1, 2016 (transition date) measured
as per the previous GAAP and use that carrying value as its as per the previous GAAP and use that carrying value as its
deemed cost as of the transition date. deemed cost as of the transition date.

4.4 Intangible assets 4.5 Inventories


Intangible Assets acquired separately Inventories of all medicines, medicare items traded and dealt
Intangible assets with finite useful lives that are acquired with by the Company are measured at the lower of weighted
separately are carried at cost less accumulated amortisation average cost and net realisable value. Net realizable value is

Annual Report 2017-18 93


Notes to the Financial Statements
for the year ended March 31, 2018

the estimated selling price in the ordinary course of business. An impairment loss is reversed if there has been
Cost of inventories comprises of all costs of purchase and a change in the estimates used to determine the
other costs incurred in bringing the inventories to their recoverable amount. An impairment loss is reversed
present location, after adjusting for VAT/GST wherever only to the extent that the asset’s carrying amount does
applicable. not exceed the carrying amount that would have been
determined, net of depreciation or amortization, if no
Materials and consumables and general stores are charged impairment loss had been recognized directly in other
to the Statement of Profit and Loss as and when they are comprehensive income and presented within equity.
procured and stock of such items at the end of the year is
valued at cost. 4.7 Provisions, Contingent Liabilities and Contingent Assets
Provisions are recognized if, as a result of a past event, the
4.6 Impairment Company has a present legal or constructive obligation that
(a) Financial assets (other than at fair value) can be estimated reliably, and it is probable that an outflow
The Company assesses at each date of balance sheet, of economic benefits will be required to settle the obligation.
whether a financial asset or a group of financial assets If the effect of the time value of money is material, provisions
is impaired. Ind AS 109 requires expected credit are discounted using a current pre tax rates that reflects,
losses to be measured though a loss allowance. The where appropriate, the risks specific to the liability. Where
Company recognises lifetime expected losses for all
discounting is used, the increase in the provision due to the
contract assets and / or all trade receivables that do
passage of time is recognized as a finance cost.
not constitute financing transaction. For all other
financial assets, expected credit losses are measured at
A provision for onerous contract is recognized when the
an amount equal to the twelve-month expected credit
expected benefits to be derived by the Company from a
losses or at an amount equal to the life time expected
contract are lower than the unavoidable cost of meeting its
credit losses if the credit risk on the financial asset has
obligations under the contract. The provision is measured
increased significantly, since initial recognition.
at the present value of the lower of the expected cost
(b) Non-financial assets of terminating the contract and the expected net cost
Tangible and Intangible assets of continuing with the contract. Before a provision is
Property, Plant and equipment and intangible assets established, the Company recognizes any impairment loss
with finite life are evaluated for recoverability whenever on the assets associated with the contract.
there is an indication that their carrying amounts may
not be recoverable. If any such indication exists, the Contingent liabilities are not recognised in the financial
recoverable amount (i.e. higher of the fair value less statements. A contingent asset is neither recognised nor
cost to sell and the value-in-use) is determined on an disclosed in the financial statements.
individual asset basis unless the asset does not generate
cash flows that are largely independent of those from 4.8 Revenue Recognition
other assets. In such cases, the recoverable amount is Revenue is recognised to the extent that it is probable that the
determined for cash generating unit (CGU) to which the economic benefits will flow to the Company and the revenue
asset belongs. can be reliably measured, regardless of when the payment
is being made. Revenue is measured at the fair value of the
If the recoverable amount of an asset (or CGU) is consideration received or receivable, taking into account
estimated to be less than its carrying amount, the contractually defined terms of payment and excluding taxes
carrying amount of the asset (or CGU) is reduced to it’s or duties collected on behalf of the government.
recoverable amount. An impairment loss is recognised
in the statement of profit and loss. (a) Rendering of Services
Healthcare Services
Reversal of impairment loss Revenue primarily comprises fees charged for inpatient
Impairment losses recognized in prior periods are and outpatient hospital services. Services include
assessed at each reporting date for any indications that charges for accommodation, medical professional
the loss has decreased or no longer exists. services, equipment, radiology, laboratory and

94 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Financial Statements


for the year ended March 31, 2018

pharmaceutical goods used in treatments given to refundable lease premium) and terms of the lease transfer
Patients. Revenue is recorded and recognised during substantially all the risks and rewards of ownership to the
the period in which the hospital service is provided, lessee. All other leases are classified as operating leases.
based upon the amounts due from patients and/or
medical funding entities. Unbilled revenue is recorded Assets held under finance leases are initially capitalised as
for the service where the patients are not discharged assets of the Company at their fair value at the inception of
and invoice is not raised for the service. the lease. The corresponding liability to the lessor is included
in the balance sheet and the lease payments are apportioned
Other Services between finance expenses and reduction of the lease
Income from Clinical trials on behalf of Pharmaceutical obligation so as to achieve a constant rate of interest on the
Companies is recognized on completion of the service,
remaining balance of the liability.
based on the terms and conditions specified to each
contract.
Rental expense from operating leases is generally recognised
on a straight-line basis over the term of the relevant lease.
Other services fee is recognized on basis of the services
Where the rentals are structured solely to increase in line
rendered and as per the terms of the agreement.
with expected general inflation to compensate for the
(b) Sale of Goods lessor’s expected inflationary cost increases, such increases
Pharmacy Sales are recognised when the significant are recognised in the year in which such benefit accrue.
risks and rewards of ownership is transferred to the Contingent rentals arising under operating leases are
customer. Revenue is measured at the fair value of recognised as an expense in the period in which they are
the consideration received or receivable, taking into incurred.
account contractually defined terms of payment and
excluding taxes or duties collected on behalf of the 4.10 Foreign Currency Translation
government. Revenue is reduced for rebates granted The functional currency of the Company is the Indian Rupee
upon purchase and are stated net of returns and (`).
discounts wherever applicable. Sales are adjusted for
Value Added Tax/GST wherever applicable. Exchange differences on monetary items are recognised in
the Statement of profit and loss in the period in which they
(c) Dividend and Interest Income arise except for:
Dividend income from investments is recognised when
the right to receive payment has been established (i) exchange differences on foreign currency borrowings
(provided that it is probable that the economic benefits relating to assets under construction for future
will flow to the Company and the amount of income productive use, which are included in the cost of those
can be measured reliably). assets when they are regarded as an adjustment to
interest costs on those foreign currency borrowings;
Interest income from a financial asset is recognised
when it is probable that the economic benefits will (ii) exchange differences arising from translation of long-
flow to the Company and the amount of income can be term foreign currency monetary items recognised in
measured reliably. Interest income is accrued on a time the financial statements of the Company for the period
basis, by reference to the principal outstanding and at
immediately before the beginning of the first Ind AS
the effective interest rate applicable, which is the rate
financial reporting period (prior to April 1, 2016), as per
that exactly discounts estimated future cash receipts
the previous GAAP, pursuant to the Company’s choice
through the expected life of the financial asset to that
of availing the exemption as permitted by Ind AS 101.
asset’s net carrying amount on initial recognition.

Non-monetary assets and liabilities that are measured


4.9 Leases
Leases are classified as finance leases whenever the in terms of historical cost in foreign currencies are not
(substantial value of the assets is initially paid as non- retranslated.

Annual Report 2017-18 95


Notes to the Financial Statements
for the year ended March 31, 2018

Income and expense items in foreign currency are translated 4.13 Employee benefits
at the average exchange rates for the period, unless exchange (a) Short-term obligations
rates fluctuate significantly during that period, in which case Liabilities for salaries, including other monetary and
the exchange rates at the dates of the transactions are used. non-monetary benefits that are expected to be settled
wholly within 12 months after the end of the period
4.11 Borrowing Costs in which the employees render the related service are
Borrowing costs include recognised in respect of employees’ services up to the
(i) interest expense calculated using the effective interest end of the reporting period and are measured at the
rate method, amounts expected to be paid when the liabilities are
(ii) finance charges in respect of finance leases, and settled. The liabilities are presented as current employee
benefit obligations in the balance sheet.
(iii) exchange differences arising from foreign currency
borrowings to the extent that they are regarded as an
(b) Post-employment obligations
adjustment to interest costs.
The Company operates the following post-employment
schemes: a) defined contribution plans - provident fund
Borrowing costs directly attributable to the acquisition,
construction or production of qualifying assets, which are b) defined benefit plans - gratuity plans
assets that necessarily take a substantial period of time to get
ready for their intended use or sale, are added to the cost of (i) Defined contribution plans
those assets, until such time as the assets are substantially The Company has defined contribution plan for
ready for their intended use or sale. the post-employment benefits namely Provident
Fund, Employees Death Linked Insurance and
Interest income earned on the temporary investment of Employee State Insurance and the contributions
specific borrowings pending their expenditure on qualifying towards such funds and schemes are recognised
assets is deducted from the borrowing costs eligible for as employee benefits expense and charged to
capitalisation. the Statement of Profit and Loss when they are
due. The Company does not carry any further
All other borrowing costs are recognised in the statement of obligations with respect to this, apart from
profit and loss in the period in which they are incurred. contributions made on a monthly basis.

4.12 Government Grants (ii) Defined benefit plans


Government grants are not recognised until there is The Company has defined benefit plan, namely
reasonable assurance that the Company will comply with gratuity for eligible employees in accordance with
the conditions attaching to them and that the grants will be the Payment of Gratuity Act, 1972 the liability for
received. which is determined on the basis of an actuarial
valuation (using the Projected Unit Credit method)
When the grant relates to an asset, it is treated as deferred
at the end of each year.
income and released to the statement of profit and loss over
the expected useful lives of the assets concerned. When
The present value of the defined benefit obligation
the Company receives grants of non-monetary assets, the
is determined by discounting the estimated future
asset and the grant are recorded at fair value amounts and
cash outflows by reference to market yields at the
released to statement of profit and loss over the expected
end of the reporting period on government bonds
useful life in a pattern of consumption of the benefit of the
underlying asset. Government grants that are receivable as that have terms approximating to the tenor of the
compensation for expenses or losses already incurred or related obligation. The liability or asset recognized
for the purpose of giving immediate financial support to in the balance sheet in respect of gratuity is the
the Company with no future related costs are recognised present value of the defined benefit obligation at
in statement of profit and loss in the period in which they the end of the reporting period less the fair value
become receivable. of plan assets.

96 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Financial Statements


for the year ended March 31, 2018

The service cost (including current service cost, never taxable or deductible. The Company’s current tax
past service cost, as well as gains and losses on is calculated using tax rates that have been enacted
curtailments and settlements) is recognised in or substantively enacted by the end of the reporting
the Statement of profit and loss in the line item period.
‘Employee benefits expense’.
(ii) Deferred Tax
Remeasurements of the net defined liability, Deferred tax is recognised on temporary differences
comprising of actuarial gains and losses, return between the carrying amounts of assets and liabilities
on plan assets (excluding amounts included in in the financial statements and the corresponding
net interest on the net defined benefit liability) tax bases used in the computation of taxable profit.
and any change in the effect of asset ceiling Deferred tax liabilities are generally recognised for
(excluding amounts included in net interest on all taxable temporary differences. Deferred tax assets
the net defined benefit liability), are recognised are generally recognised for all deductible temporary
immediately in the balance sheet with a differences to the extent that it is probable that taxable
corresponding debit or credit to retained earnings profits will be available against which those deductible
through Other Comprehensive Income (OCI) in temporary differences can be utilised. Such deferred tax
the period in which they occur. Remeasurements assets and liabilities are not recognised if the temporary
are not reclassified to profit or loss in subsequent difference arises from the initial recognition of assets
periods. and liabilities in a transaction that affects neither the
taxable profit nor the accounting profit.
Change in the present value of the defined benefit
obligation resulting from plan amendments or The carrying amount of deferred tax assets is reviewed
curtailments are recognised immediately in the at the end of each reporting period and reduced to
profit or loss as past service cost. the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the
(c) Compensated Absences asset to be recovered.
Compensated absences which are not expected to
occur within twelve months after the end of the period Deferred tax liabilities and assets are measured at the
in which the employee renders the related services tax rates that are expected to apply in the period in
are recognised at an actuarially determined liability which the liability is settled or the asset realised, based
at the present value of the defined benefit obligation on tax rates (and tax laws) that have been enacted or
at the Balance sheet date. In respect of compensated substantively enacted by the end of the reporting
absences expected to occur within twelve months after period.
the end of the period in which the employee renders
the related services, liability for short-term employee The measurement of deferred tax liabilities and assets
benefits is measured at the undiscounted amount of reflects the tax consequences that would follow from
the benefits expected to be paid in exchange for the the manner in which the Company expects, at the end
related service. of the reporting period, to recover or settle the carrying
amount of its assets and liabilities.
4.14 Income Taxes
Income tax expense represents the sum of the tax currently Deferred tax assets include Minimum Alternate Tax
payable and deferred tax (MAT) paid in accordance with the tax laws in India,
which is likely to give future economic benefits in the
(i) Current tax form of availability of set-off against future tax liability.
The tax currently payable is based on taxable profit for Accordingly, MAT is recognised as deferred tax asset
the year. Taxable profit differs from ‘profit before tax’ in the Balance sheet when the asset can be measured
as reported in the standalone statement of profit and reliably and it is probable that the future economic
loss because of items of income or expense that are benefit associated with the asset will be realised.
taxable or deductible in other years and items that are

Annual Report 2017-18 97


Notes to the Financial Statements
for the year ended March 31, 2018

No DTA is recognized for goodwill arising on business Where settlement of any part of cash consideration is
combination. deferred, the amounts payable in the future are discounted to
their present value as at the date of exchange. The discount
(iii) Current and deferred tax for the year rate used is the entity’s incremental borrowing rate, being
Current and deferred tax are recognised in the Statement the rate at which a similar borrowing could be obtained
of profit and loss, except when they relate to items from an independent financier under comparable terms and
that are recognised in other comprehensive income or conditions.
directly in equity, in which case, the current and deferred
tax are also recognised in other comprehensive income Contingent consideration is classified either as equity or a
or directly in equity respectively. Where current tax financial liability. Amounts classified as a financial liability are
or deferred tax arises from the initial accounting for a subsequently remeasured to fair value with changes in fair
business combination, the tax effect is included in the value recognised in profit or loss.
accounting for the business combination.
If the business combination is achieved in stages, the
4.15 Business Combinations acquisition date carrying value of the acquirer’s previously
The acquisition method of accounting is used to account held equity interest in the acquire is remeasured to fair value
for all business combinations, regardless of whether equity at the acquisition date. Any gains or losses arising from such
instruments or other assets are acquired. The consideration remeasurement are recognised in profit or loss or other
transferred for the acquisition comprises the: comprehensive income, as appropriate.
(a) fair values of the assets transferred;
4.16 Derivative financial instruments
(b) liabilities incurred to the former owners of the acquired
Derivatives are initially recognised at fair value at the date the
business;
derivative contracts are entered into and are subsequently
(c) equity interests issued by the Company; and re-measured to their fair value at the end of each reporting
period. Derivatives are carried as financial assets when the
(d) fair value of any asset or liability resulting from a
fair value is positive and as financial liabilities when the fair
contingent consideration arrangement.
value is negative.
Identifiable assets acquired and liabilities and contingent
liabilities assumed in a business combination are, with 4.17 Earnings per share
limited exceptions, measured initially at their fair values The Company presents basic and diluted earnings per share
at the acquisition date. The company recognises any non- (EPS) data for its ordinary shares. Basic EPS is calculated
controlling interest in the acquired entity on an acquisition- by dividing the profit or loss attributable to the ordinary
by-acquisition basis either at fair value or at the non- shareholders of the company by the weighted average
controlling interest’s proportionate share of the acquired number of ordinary shares outstanding during the period.
entity’s net identifiable assets. Acquisition-related costs are Where ordinary shares are issued but not fully paid, they
expensed as incurred. are treated in the calculation of basic earnings per share
as a fraction of an ordinary share to the extent that they
The excess of the consideration transferred, amount of were entitled to participate in dividends during the period
any non-controlling interest in the acquired entity, and relative to a fully paid ordinary share. Diluted earnings per
acquisition-date fair value of any previous equity interest in share is computed by dividing the net profit after tax by the
the acquired entity over the fair value of the net identifiable weighted average number of equity shares considered for
assets acquired is recorded as goodwill. If those amounts deriving basic EPS and also weighted average number of
are less than the fair value of the net identifiable assets of equity shares that could have been issued upon conversion
the business acquired, the difference is recognised in other of all dilutive potential equity shares. Dilutive potential
comprehensive income and accumulated in equity as capital equity shares are deemed converted as of the beginning of
reserve provided there is clear evidence of the underlying the period, unless issued at a later date. Dilutive potential
reasons for classifying the business combination as a bargain equity shares are determined independently for each period
purchase. In other cases, the bargain purchase gain is presented.
recognised directly in equity as capital reserve.

98 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Financial Statements


for the year ended March 31, 2018

4.18 Fair Value Measurement For the purpose of fair value disclosures, the Company has
A number of Company’s accounting policies and disclosures determined classes of assets and liabilities on the basis of the
require the determination of fair value, for both financial and nature, characteristics and risks of the asset or liability and
non-financial assets and liabilities. Fair value is the price that the level of fair value hierarchy.
would be received on sell of an asset or paid to transfer a
liability in an orderly transaction between market participants Fair values have been determined for measurement and / or
at the measurement date. A fair value measurement assumes disclosure purposes based on the following methods. When
that the transaction to sell the asset or transfer the liability applicable, further information about the assumptions made
takes place either in the principal market for the asset or in determining fair values is disclosed in the notes specific to
liability or in the absence of a principal market, in the most that asset or liability.
advantageous market for the asset or liability. The principal
market or the most advantageous market must be accessible (a) Investment in equity and debt securities
to the Company. The fair value is determined by reference to their quoted
price at the reporting date. In the absence of quoted
The fair value of an asset or liability is measured using the price, the fair value of the financial asset is measured
assumptions that market participants would use when pricing using valuation techniques.
the asset or liability, assuming that market participants act in
their economic best interest. (b) Trade and other receivables
The fair value of trade and other receivables, excluding
A fair value measurement of a non-financial asset takes into construction contracts in progress, is estimated as the
account a market participant’s ability to generate economic present value of future cash flows, discounted at the
benefits by using the asset in its highest and best use or by market rate of interest at the reporting date. However
selling it to another market participant that would use the in respect of such financial instruments, fair value
asset in its highest and best use. generally approximates the carrying amount due
to short term nature of such assets. This fair value is
The Company uses valuation techniques that are appropriate determined for disclosure purposes or when acquired
in the circumstances and for which sufficient data are in a business combination.
available to measure fair value, maximizing the use of relevant
observable inputs and minimizing the use of unobservable (c) Non derivative financial liabilities
inputs. Fair Value, which is determined for disclosure purposes,
is calculated based on the present value of future
All assets and liabilities for which fair value is measured principal and interest cash flows, discounted at the
or disclosed in the standalone financial statements are market rate of interest at the reporting date. For finance
categorized within the fair value hierarchy based on the lowest leases, the market rate of interest is determined by
level input that is significant to the fair value measurement as reference to similar lease agreements.
a whole. The fair value hierarchy is described as below:
4.19 Current / non- current classification
(a) Level 1 - unadjusted quoted prices in active markets
An asset is classified as current if:
for identical assets and liabilities.
(a) it is expected to be realized or sold or consumed in the
(b) Level 2 - Inputs other than quoted prices included
Company’s normal operating cycle;
within Level 1 that are observable for the asset or
liability, either directly or indirectly. (b) it is held primarily for the purpose of trading;
(c) Level 3 - unobservable inputs for the asset or liability. (c) it is expected to be realized within twelve months after
the reporting period; or
For assets and liabilities that are recognized in the standalone
(d) it is cash or cash equivalent unless it is restricted from
financial statements at fair value on a recurring basis, the
being exchanged or used to settle a liability for at least
Company determines whether transfers have occurred
twelve months after the reporting period.
between levels in the hierarchy by re-assessing categorization
at the end of each reporting period.
All other assets are classified as non-current.

Annual Report 2017-18 99


Notes to the Financial Statements
for the year ended March 31, 2018

A liability is classified as current if: accordance with Previous GAAP (after adjustments
to reflect any differences in accounting policies)
(a) it is expected to be settled in normal operating cycle;
unless there is an objective evidence that those
(b) it is held primarily for the purpose of trading; estimates were in error.
(c) it is expected to be settled within twelve months after
The company has not made any changes to
the reporting period;
estimates made in accordance with Previous
(d) it has no unconditional right to defer the settlement GAAP.
of the liability for at least twelve months after the
reporting period. (b) Ind AS 109 - Financial Instruments (Derecognition
of previously recognized Financial Assets/
All other liabilities are classified as non-current. Financial Liabilities)

Deferred tax assets and liabilities are classified as non-current An entity shall apply the derecognition
assets and liabilities. requirements in Ind AS 109 prospectively for
the transactions occurring on or after date of
The operating cycle is the time between acquisition of assets transition to Ind AS.
for processing / trading / assembling and their realization
in cash and cash equivalents. The Company has identified The Company has applied the derecognition
twelve months as its operating cycle. requirements prospectively.

4.20 Cash and cash equivalent (c) Ind AS 109 “Financial Instruments” (Classification
The Company considers all highly liquid financial instruments, and Measurement of Financial Assets/ Financial
which are readily convertible into known amounts of cash Liabilities)
that are subject to an insignificant risk of change in value
and having original maturities of three months or less from Classification and measurement of Financial
the date of purchase, to be cash equivalents. Cash and Assets shall be made on the basis of the facts and
cash equivalents consists of balances with banks which are circumstances that exist at the date of transition to
unrestricted for withdrawal and usage. Ind AS.

4.21 First Time Adoption of Ind AS The Company has evaluated the facts and
The Company has prepared the opening standalone balance circumstances existing on the date of transition
sheet as per Ind AS as of April 1, 2016 (the transition date) to Ind AS for the purpose of classification and
by recognising all assets and liabilities whose recognition measurement of Financial Assets and accordingly
is required by Ind AS, not recognising items of assets or has classified and measured financial assets on the
liabilities which are not permitted by Ind AS, by reclassifying date of transition.
items from previous GAAP to Ind AS as required under Ind
AS, and applying Ind AS in measurement of recognised (d) Ind AS 109 “Financial Instruments” (Impairment of
assets and liabilities. However, this principle is subject to the Financial Assets): Impairment requirements under
certain mandatory exceptions under Ind AS 101 and certain Ind AS 109 should be applied retrospectively
optional exemptions permitted under Ind AS 101 availed by based on reasonable and supportable information
the Company as detailed below: that is available on the date of transition without
undue cost or effort.
1 Mandatory exceptions to retrospective application of
other Ind AS The borrowings of the Company outstanding as at the
(a) Estimates transition date, consists of loans whose disbursements
An entity’s estimates in accordance with Ind AS at have taken place in multiple tranches in different
the date of transition to Ind AS shall be consistent financial years with varying interest rates. In some
with estimates made for the same date in cases, the rate of interest on the loans are variable in

100 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Financial Statements


for the year ended March 31, 2018

nature and drawal of the loans have been made in subsidiaries, joint ventures and associates at either
multiple installments with each drawal to be treated cost determined in accordance with IND AS 27 or
as a separate transaction for the purpose of computing in accordance with IND AS 109.
the amortised cost. Implementing the requirement of
amortised cost retrospectively is impracticable and also Accordingly, the Company has opted to measure
the amount is expected to be immaterial and hence the such investments at cost in accordance with Ind
Company has considered the fair value of the financial AS 27.
liability at the date of transition to Ind AS as new
amortised cost of that financial liability at the date of (c) Past Business Combinations
transition to Ind AS i.e. April 1, 2016. Ind AS 101 allows a first-time adopter to opt not
to apply Ind AS 103 “Business Combinations”
2. Optional exemptions retrospectively to past business combinations that
(a) Deemed cost for property, plant and equipment, occurred before the date of transition to Ind AS.
and intangible assets
Ind AS 101 permits a first-time adopter to opt The Company has opted not to apply Ind AS 103
to continue with the carrying value for all of its retrospectively to past business combinations
property, plant and equipment as recognised in that occurred before the transition date of April 1,
the financial statements as at the date of transition 2016.
to Ind AS, measured as per the previous GAAP
and use that as its deemed cost as at the date of (d) Determining whether an arrangement contains a
transition after making necessary adjustments for lease
de-commissioning liabilities. This exemption can The Company has applied Appendix C of Ind AS
also be used for intangible assets covered by Ind 17 determining whether an arrangement contains
AS 38 “Intangible Assets”. a lease on the basis of facts and circumstances
existing at the transition date.
Accordingly, the Company has opted to measure
all of its property, plant and equipment, and The Company has leases of land. The classification
intangible assets at their previous GAAP carrying of each land as finance lease or operating lease at
value. the date of transition to Ind AS is done based on
the basis of facts and circumstances existing as at
(b) 
Investments in subsidiaries, joint ventures and that date.
associates
IND AS 101 provides the option to the first-
time adopter to account for its investments in

Annual Report 2017-18 101


Notes to the Financial Statements
for the year ended March 31, 2018

102
Note 5 : Property, Plant and Equipment
Note 5.1 : As at March 31, 2018
(` in Million)
Net carrying
Gross Block Accumulated Depreciation
amount
Particulars
As at April Adjustments As at March Upto March For the Adjustments Upto March As at March
Additions
1, 2017 On acquisition Others 31, 2018 31, 2017 year On acquisition Others 31, 2018 31, 2018
Owned Assets
Free hold land 156.87 1.00 241.42 - 399.29 - - - - - 399.29
Buildings 1 108.55 1 469.32 - (0.05) 2 577.82 40.68 46.32 - - 87.00 2 490.82
Medical Equipments and 904.47 1 011.42 5.33 (1.05) 1 920.17 66.41 102.02 - - 168.43 1 751.74
Surgical Instruments
Plant & Machinery 157.72 249.31 15.50 (3.60) 418.93 10.53 19.10 3.79 - 33.42 385.51

Shalby Multi-Specialty HospitalS


Electrical Installation 37.33 159.95 - - 197.28 5.02 6.75 - - 11.77 185.51
Office Equipments 27.93 38.35 1.83 0.09 68.20 8.23 10.08 1.34 0.01 19.66 48.54
Computers and Printers 27.91 15.84 - (0.09) 43.66 9.35 11.72 - (0.01) 21.06 22.60
Furnitures and Fixtures 85.67 280.75 - (4.17) 362.25 7.60 13.21 - - 20.81 341.44
Vehicles 49.61 20.22 0.48 - 70.31 4.90 8.09 0.22 - 13.21 57.10
Leasehold Assets
Land 729.85 3.88 - - 733.73 12.82 14.99 - - 27.81 705.92
3 285.91 3 250.04 264.56 (8.87) 6 791.64 165.54 232.28 5.35 - 403.17 6 388.47

Note 5.2 : As at March 31, 2017


(` in Million)
Net carrying
Gross Block Accumulated Depreciation
amount
Particulars
As at April Adjustments As at March Upto March For the Adjustments Upto March As at March
Additions
1, 2016 On acquisition Others 31, 2017 31, 2016 year On acquisition Others 31, 2017 31, 2017
Owned Assets
Free hold land 310.18 - - (153.31) 156.87 - - - - - 156.87
Buildings 1 105.00 11.06 - (7.51) 1 108.55 - 40.68 - - 40.68 1 067.87
Medical Equipments and 754.29 151.53 - (1.35) 904.47 - 66.44 - (0.03) 66.41 838.06
Surgical Instruments
Plant & Machinery 148.02 2.19 - 7.51 157.72 - 10.53 - - 10.53 147.19
Electrical Installation 35.39 1.94 - - 37.33 - 5.02 - - 5.02 32.31
Office Equipments 24.28 3.65 - - 27.93 - 8.23 - - 8.23 19.70
Computers and Printers 19.71 8.25 - (0.05) 27.91 - 9.34 - 0.01 9.35 18.56
Furnitures and Fixtures 78.12 7.47 - 0.08 85.67 - 7.60 - - 7.60 78.07
Vehicles 31.44 18.38 - (0.21) 49.61 - 4.91 - (0.01) 4.90 44.71
Leasehold Assets
Land 576.20 0.34 - 153.31 729.85 - 12.82 - - 12.82 717.03
3 082.63 204.81 - (1.53) 3 285.91 - 165.57 - (0.03) 165.54 3 120.37
Note
The company has elected to continue with the carrying value of all of its property, plant and equipment recognised as of April 1, 2016 (transition date), measured as
per the previous GAAP and use that carrying value as its deemed cost as of the transition date. Details of gross block, accumulated depreciation and net block as per
Indian GAAP are given in note 5.3
Notes to the Financial Statements
for the year ended March 31, 2018

Note 5.3 : Gross block, accumulated depreciation and net block as per Indian GAAP as at April 1, 2016
(` in Million)
Particulars Gross carrying amount Accumulated Depreciation Net carrying amount
Owned Assets
Free hold land 310.18 - 310.18
Buildings 1 213.53 108.53 1 105.00
Medical Equipments and Surgical Instruments 1 242.95 488.66 754.29
Plant & Machinery 242.52 94.50 148.02
Electrical Installation 83.16 47.77 35.39
Office Equipments 86.24 61.96 24.28
Computers and Printers 56.36 36.65 19.71
Furnitures and Fixtures 142.59 64.47 78.12
Vehicles 54.98 23.54 31.44
Leasehold assets - -
Land 626.35 50.15 576.20
4 058.86 976.23 3 082.63

Annual Report 2017-18


Financial Statements

103
Notes to the Financial Statements
for the year ended March 31, 2018

Note 6 : Capital work in progress


Note 6.1 : As at March 31, 2018
(` in Million)
As at (Deductions)/ As at
Particulars Additions Capitalised
April 1, 2017 Adjustment March 31, 2018
Projects Under Development 2 207.03 1 410.27 - (3 153.27) 464.03
2 207.03 1 410.27 - (3 153.27) 464.03

Note 6.2 : As at March 31, 2017


(` in Million)
As at (Deductions)/ As at
Particulars Additions Capitalised
April 1, 2016 Adjustment March 31, 2017
Projects Under Development 821.87 1 402.77 (16.56) (1.05) 2 207.03
821.87 1 402.77 (16.56) (1.05) 2 207.03

Note 6.3 : As at April 1, 2016


(` in Million)
As at
Particulars
April 1, 2016
Projects Under Development 821.87
821.87
Note
The company has elected to continue with the carrying value of all of its property, plant and equipment recognised as of April 1, 2016
(transition date), measured as per the previous GAAP and use that carrying value as its deemed cost as of the transition date.

Note 7 : Intangible Assets


Note 7.1 : As at March 31, 2018
(` in Million)
Net carrying
Gross carrying amount Accumulated Depreciation
amount
Particulars
As at April Adjustments / As at March Upto March For the Adjustments / Upto March As at March
Additions
1, 2017 Deletion 31, 2018 31, 2017 year Deletion 31, 2018 31, 2018
Softwares 4.47 2.69 - 7.16 2.86 1.41 - 4.27 2.89
Trademark - 0.06 - 0.06 - 0.01 - 0.01 0.05
4.47 2.75 - 7.22 2.86 1.42 - 4.28 2.94

Note 7.2 : As at March 31, 2017


(` in Million)
Net carrying
Gross carrying amount Accumulated Depreciation
amount
Particulars
As at April Adjustments / As at March Upto March For the Adjustments / Upto March As at March
Additions
1, 2016 Deletion 31, 2017 31, 2016 year Deletion 31, 2017 31, 2017
Softwares 3.51 0.96 - 4.47 - 2.81 0.05 2.86 1.61
3.51 0.96 - 4.47 - 2.81 0.05 2.86 1.61
Note
The company has elected to continue with the carrying value of all of its intangible assets recognised as of April 1, 2016 (transition
date), measured as per the previous GAAP and use that carrying value as its deemed cost as of the transition date. Details of gross block,
accumulated depreciation and net block as per Indian GAAP are given in note 7.3

104 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Financial Statements


for the year ended March 31, 2018

Note 7.3 : Gross block, accumulated depreciation and net block as per Indian GAAP as at April 1, 2016
(` in Million)
Gross carrying Accumulated Net carrying
Particulars
amount Depreciation amount
Softwares 20.58 17.07 3.51
20.58 17.07 3.51

Note 8 : Intangible Assets under development


Note 8.1 : As at March 31, 2018
(` in Million)
As at (Deductions)/ As at
Particulars Additions Capitalised
April 1, 2017 Adjustment March 31, 2018
Trademark 0.06 - - 0.06 -
Computer Software 2.21 1.61 - - 3.82
2.27 1.61 - 0.06 3.82

Note 8.2 : As at March 31, 2017


(` in Million)
As at (Deductions)/ As at
Particulars Additions Capitalised
April 1, 2016 Adjustment March 31, 2017
Trademark 0.06 - - - 0.06
Computer Software (ERP) - 1.00 1.21 - 2.21
0.06 1.00 1.21 - 2.27

Note
1 The company had applied for registration of nine trademarks to Controller General of Patents Design and Trademarks, Department
of Industrial Policy & Promotion during the period from March 2011 to July 2014, against which either the Department has objected
or third parties have opposed for Registration. The Company, through it’s legal counsel, has submitted the requisite replies. Pending
final registration, the amounts paid towards the same are shown as Intangible assets under Development.

2 The company has elected to continue with the carrying value of all of intangible assets under development recognised as of April 1,
2016 (transition date), measured as per the previous GAAP and use that carrying value as its deemed cost as of the transition date.

Note 8.3 : As at April 1, 2016


(` in Million)
As at
Particulars
April 1, 2016
Trademark 0.06
0.06

Annual Report 2017-18 105


Notes to the Financial Statements
for the year ended March 31, 2018

Note 9 : Investments
(` in Million)
As at As at As at
Notes
March 31, 2018 March 31, 2017 April 1, 2016
Non current
Financial instruments at Cost
Investment in Subsidiaries 9.1 7.52 92.52 92.52
Investment in Limited Liability Partnership 9.1 0.48 0.48 0.35
Financial instruments at FVTPL
Membership 1.10 1.10 1.10
Total (A) 9.10 94.10 93.97
Current
Financial instruments at Cost
Investment in Limited Liability Partnership 13.54 4.30 -
Total (B) 13.54 4.30 -
Total (A) + (B) 22.64 98.40 93.97
Aggregate amount of quoted investments and
market value thereof - - -
Aggregate amount of unquoted investments 7.52 92.52 92.52

Note 9.1 : Details of investment in unquoted equity instruments of subsidiaries (fully paid up)
(` in Million)
Number of Units as at Balances as at
Face
Name of the subsidiary Currency March 31, March 31, April 1, March 31, March 31, April 1,
Value (`)
2018 2017 2016 2018 2017 2016
Equity Instruments
Shalby (Kenya) Ltd. KES 1000 100 100 100 0.06 0.06 0.06
Vrundavan Shalby Hospitals Ltd. INR 100 - 99 000 99 000 - 85.00 85.00
Shalby International Limited INR 10 50 000 50 000 50 000 0.50 0.50 0.50
Yogeshwar Healthcare Ltd. INR 10 6 96 251 6 96 251 6 96 251 6.96 6.96 6.96
Total (A) 7.52 92.52 92.52
In Capital of Limited Liability Partnership
Griffin Mediquip LLP - - - - - 0.48 0.48 0.35
Total (B) 0.48 0.48 0.35
Total (A+B): 8.00 93.00 92.87

Note 10 : Loans
(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
(Unsecured considered good)
Non - Current
Convertible loans to subsidiary company 77.70 - -
(Refer Note below)
77.70 - -
Current
Loans to subsidiary and other companies - 86.07 66.67
(Refer Note below)
- 86.07 66.67

106 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Financial Statements


for the year ended March 31, 2018

Note:
(i) In pursuance of agreement executed between the company and one of the subsidiary companies i.e. Vrundavan Shalby Hospitals
Ltd., the outstanding balance as on December 31, 2017 on account of loans granted to such subsidiary has been classified as
convertible loan since the same is convertible into equity at the option of the subsidiay company’s management.
(ii) The above loans were given for meeting cash flow (working capital) requirement of these companies at interest rate in compliance
with section 186(7) of Companies Act 2013 which are generally repayable within a year unless extended by mutual consent.

Note 11 : Other Financial Assets


(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Non- current
Security deposits 16.59 16.38 10.89
Fixed Deposit with Original Maturity of more than 12 months* 2.70 2.70 1.45
Interest accrued but not due on fixed deposit 0.08 0.04 0.15
Business Advances 210.00 - -
Total (A): 229.37 19.12 12.49
Current
Notice period recovery receivable (Doctors) 19.72 20.47 -
Government Grant Receivable 58.52 106.00 -
Recoverable from Subsidiaries 10.74 3.13 -
Security deposits 29.15 1.66 1.59
Interest accrued on loans 30.51 21.85 16.85
Other Recoverables 10.30 0.58 3.41
Total (B): 158.94 153.69 21.85
Total (A) + (B): 388.31 172.81 34.34
* The above fixed deposits with banks are held as margin money against bank guarantee.

Note 12 : Deferred Tax / Tax Expenses


(` in Million)
As at As at
March 31, 2018 March 31, 2017
Deferred tax assets
Opening balance 71.61 170.45
Adjustment for the current year
(Charged)/Credited through P/L / OCI (44.91) (98.84)
26.70 71.61
DTA related to Share Issue Expenses 84.86 -
111.56 71.61

Annual Report 2017-18 107


Notes to the Financial Statements
for the year ended March 31, 2018

Note 12.1 : Significant components of deferred tax assets are shown in the following table:
(` in Million)
(Charged)/ (Charged)/
As at As at
Credited to Credited to As at
Particulars March 31, March 31,
profit or loss profit or loss April 1, 2016
2018 2017
/ OCI / OCI
Deferred tax liabilities
Routed through proft or loss
Difference of book depreciation and tax 1 539.31 1 024.86 514.45 31.17 483.28
depreciation
Total deferred tax liabilities 1 539.31 1 024.86 514.45 31.17 483.28
Set-off of deferred tax assets pursuant to set-off
provisions :-
Routed through P/L
Provision for leave obligation and gratuity 1.32 (6.52) 7.84 1.89 5.95
Unabsorbed business loss and depreciation 1 164.60 886.38 278.22 (179.56) 457.78
MAT Credit entitlement 400.09 100.09 300.00 110.00 190.00
Total deferred tax assets 1 566.01 979.95 586.06 (67.67) 653.73
DTA related to Share Issue Expenses 84.86 - - - -
Net deferred tax assets 111.56 (44.91) 71.61 (98.84) 170.45
Note 12.2: The reconciliation between the provision of income tax and amounts computed by applying the Indian statutory
income tax rate to profit before taxes is as follows:
(` in Million)
Year ended Year ended
March 31, 2018 March 31, 2017
Profit after taxes from continuing operations 585.01 520.20
21.34% 21.34%
Current tax expense calculated using MAT tax rate at 21.3416% (Previous year - 21.3416%) 124.85 111.02
Tax effect of amounts which are not deductibe / (taxable) in calculating taxable book
profit:
Add: Tax Impact on:
Expenses not allowable under MAT - 0.82
Ind AS adjustment not to be considered for FY 2016-17 - 5.56
Other Comprehensive Income/(expense) 0.89 -
Less:Tax Impact on
Exempt income (1.64) (0.04)
1/5 th of opening Ind AS adjustments transferred to retained earnings (2.22) -
Other Comprehensive Income/(expense) - (0.77)
Others adjustment (9.88) (0.09)
112.00 116.50
Short / Excess provisions in respect of earlier year (10.60) -
Income Tax as per normal provisions 101.40 116.50

108 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Financial Statements


for the year ended March 31, 2018

Note 12.3 :  Income tax expense has been allocated as follows:


(` in Million)
Year ended Year ended
March 31, 2018 March 31, 2017
Income tax expense recognised in the Statement of Profit and loss
Current tax on profits for the year 101.40 116.50
101.40 116.50
Deferred tax (other than disclosed under OCI)
Decrease / (increase) in deferred tax assets (979.95) 67.67
(Decrease) / increase in deferred tax liabilities 1 024.86 31.17
Deferred Tax recognised in OCI (1.45) 1.24
43.46 100.08
Income tax expense / (income) attributable to continuing operations 144.86 216.58
Income tax expense recognised in other comprehensive income
Income tax included in other comprehensive income on:
Defined benefit plan actuarial gains/(losses) (1.45) 1.24
Income tax expense / (income) recognised in other comprehensive income (1.45) 1.24

Note 13 : Other Non - current / Current Assets


(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Non- current
Capital advances 74.79 43.20 8.89
Advances for Acquisition of Hospital - 320.49 266.41
Total (A): 74.79 363.69 275.30
Current
Balance with revenue authorities 29.14 26.45 11.58
Pre-paid expenses 6.54 6.08 3.12
Advance to suppliers 11.03 5.44 3.29
Advance to staff and doctors 3.82 6.16 5.91
Unbilled revenue (Net) 58.09 - 23.65
Others 2.44 3.46 0.54
111.06 47.59 48.09

Note 14 : Inventories
(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Medicines and Medicare Items 21.45 32.89 22.76
Materials and Consumables 87.59 35.31 42.64
General Stores 9.77 7.38 7.97
118.81 75.58 73.37

Annual Report 2017-18 109


Notes to the Financial Statements
for the year ended March 31, 2018

Note 15 : Trade Receivables


(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Unsecured
Considered good 604.11 334.58 285.45
Considered Doubtful 3.79 3.80 -
607.90 338.38 285.45
Less: Allowances for expected credit loss / Provision for expected
(6.41) (3.80) -
credit losses and doubtful debts
(6.41) (3.80) -
601.49 334.58 285.45
Included in the financial statement as follows:
Non-current - - -
Current 601.49 334.58 285.45
601.49 334.58 285.45

Note 16 : Cash and cash equivalents


(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Balance with Bank
Current accounts 61.67 51.20 34.26
Fixed Deposits with maturity less than 3 months 38.90 48.74 39.15
Cash on hand 8.25 15.88 9.23
Total cash and cash equivalents 108.82 115.82 82.64
The above fixed deposits with banks are held as margin money against letter of credit and bank guarantee.

Note 17 : Other Bank Balances


(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Fixed Deposits with Original Maturity for more than 3 months
1 042.29 41.21 70.96
but less than 12 months
1 042.29 41.21 70.96
The above fixed deposits with banks are held as margin money against letter of credit and bank guarantee.

Note 18 : Current tax assets (Net)


(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Advance tax 657.00 695.80 589.31
Less: Provision for taxation 559.98 614.50 498.00
97.02 81.30 91.31

110 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Financial Statements


for the year ended March 31, 2018

Note 19 : Assets held for sale


(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Assets held for sale (Refer note below) 131.92 - -
131.92 - -
Note:
In case of one of the subsidiary company i.e. Vrundavan Shalby Hospitals Limited (“such subsidiary company”), the proceeding u/s. 397-
398 of the Companies Act, 1956, instituted by two shareholders of the company vide company petition no. 18/2015 (CA 14/2017) before
Company Law Board and later upon order of Hon’ble High Court of Mumbai at Goa remanded back to Hon’ble National Company Law
Tribunal (NCLT), Mumbai Bench, has been disposed off vide order dated August 18, 2017 in pursuance of final settlement arrived at
between the parties to the dispute post filing the consent terms dated July 14, 2017 before the appropriate authorities.

Pursuant to aforesaid settlement and consent terms dated July 14, 2017 filed before NCLT, the two shareholders, i.e. Dr. Digambar Naik and
Mrs. Mangala Naik, agreed to transfer their balance entire 45% shareholding in such subsidiary company i.e. 40,500 shares owned by Dr.
Digambar Naik and 40,500 shares owned by Mrs. Mangala Naik, in favour of Shalby Ltd., at agreed total consideration of ` 46.80 Million to
be paid by Shalby Ltd. Such subsidiary company, by virtue of such settlement and upon transfer of aforesaid shares, became wholly owned
subsidiary Company of Shalby Limited.

Further, upon resolution passed by the Board of Directors of such subsidiary company in its meeting held on January 9, 2018, to suspend
the entire operations with immediate effect and consider such subsidiary company as non- going entity, the Board of Directors of the
Company in its meeting held on January 9, 2018 had decided to sale its investments in equity instruments of such subsidiary company.
Therefore, investments in equity instruments of such subsidiary company has been classified as assets held for sale. The carrying value
of investment in equity instruments of such subsidiary company as at March 31, 2018 amounts to ` 131.92 Million. Based on the circle
rates prevailing currently, the management expects to realise the consideration higher than the carrying amount of investments
in equity instruments of such subsidiary company. Management expects the process of sale to be completed within 12 months from
March 31, 2018.

Note 20 : Equity share capital


(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Authorised share capital
11,77,50,000 (March 31, 2017: 11,12,50,000; April 1, 2016:
1 177.50 1 112.50 992.50
9,92,50,000) Equity Shares of ` 10 each
NIL (March 31, 2017: NIL; April 1, 2016: 20,00,000) Convertible /
- - 20.00
Redeemable Preference Shares of ` 10 each
1 177.50 1 112.50 1 012.50
Issued share capital
10,80,09,770 (March 31, 2017: 8,74,47,932; April 1, 2016:
1 080.10 874.48 874.48
8,73,54,932) Equity Shares of ` 10 each
Subscribed and fully paid up
10,80,09,770 (March 31, 2017: 8,74,08,932; April 1, 2016:
1 080.10 874.09 873.55
8,73,54,932) Equity Shares of ` 10 each fully paid up
1 080.10 874.09 873.55

Annual Report 2017-18 111


Notes to the Financial Statements
for the year ended March 31, 2018

Note 20.1 Reconciliation of number of shares outstanding at the beginning and at the end of the Reporting Year
(` in Million)
As at As at
March 31, 2018 March 31, 2017
At the beginning of the year 8 74 08 932 8 73 54 932
Add:
Shares issued for Cash or Right Issue 2 06 00 838 54 000
10 80 09 770 8 74 08 932
Less:
Shares bought back / Redemption - -
At the end of the year 10 80 09 770 8 74 08 932

Note 20.2 Rights, Preferences and Restrictions


The Authorised Share Capital of the Company consists of Equity Shares and Preference Shares both having nominal value of ` 10 each.
The rights and privileges to equity shareholders are general in nature and allowed under Companies Act, 2013.

The equity shareholders shall have:


(i) a right to vote in shareholders’ meeting. On a show of hands, every member present in person shall have one vote and on a poll, the
voting rights shall be in proportion to his share of the paid up capital of the Company;
(ii) a right to receive dividend in proportion to the amount of capital paid up on the shares held.

The shareholders are not entitled to exercise any voting right either in person or through proxy at any meeting of the Company if calls or
other sums payable have not been paid on due date.

In the event of winding up of the Company, the distribution of available assets/losses to the equity shareholders shall be in proportion to
the paid up capital.

Note 20.3 Details of shareholders holding more than 5% Shares in the company
As at March 31, 2018 As at March 31, 2017 As at April 1, 2016
No. of Shares % of holding No. of Shares % of holding No. of Shares % of holding
Shah Family Trust 4 33 27 132 40.11 - - - -
Dr. Vikram I. Shah 77 35 493 7.16 5 20 62 625 59.56 5 20 62 625 59.60
Zodiac Mediquip Ltd. 3 15 45 448 29.21 3 15 61 048 36.11 3 19 39 348 36.56

Note 20.4 Preference Shares


The Preference Share Capital comprising of 5,33,100 convertible / redeemable Preference Shares of ` 10 each issued at premium have
been considered and classified as Borrowings and accordingly disclosed under the head non current borrowings at amortised cost and
the difference between the value of Preference Shares and the amortised cost has been adjusted against the opening reserves.

112 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Financial Statements


for the year ended March 31, 2018

Note 21 : Other Equity


(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Securities Premium 4 524.11 3.24 -
Capital Redemption Reserve 5.33 5.33 -
Retained Earnings 2 142.93 1 700.05 1 404.10
Share Application money pending allotment - 2.73 -
6 672.37 1 711.35 1 404.10

Note 21.1 : Other Equity …Detailed..


(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Securities Premium
Balance as per previous financial statements 3.24 - -
Add : Additions during the year 4 681.21 3.24 -
Less: Share Issue Expenses (Net of Taxes) 160.34 - -
Less: Utilised on issue of Bonus Shares - - -
(Refer Note below)
Balance at the end of the year 4 524.11 3.24 -
Capital Redemption Reserve
Balance as per previous financial statements 5.33 - -
Add : Additions during the year - 5.33 -
Balance at the end of the year 5.33 5.33 -
Share Application money pending allotment
Balance as per previous financial statements 2.73 - -
Add : Additions during the year - 2.73 -
Less: Allotment during the year (2.73) - -
Balance at the end of the year - 2.73 -
Surplus / (Deficit) in Statement of Profit & Loss
Balance as per previous financial statements 1 700.05 1 404.10 1 404.10
Add : Profit for the year 440.15 303.62 -
Add / (Less): OCI for the year 2.74 (2.34) -
Balance available for appropriation 2 142.93 1 705.38 1 404.10
Less: Appropriation
Transfer to Capital Redemption Reserve - 5.33 -
(Refer note (i) below)
Net Surplus / (Deficit) 2 142.93 1 700.05 1 404.10
6 672.37 1 711.35 1 404.10
Note:
(i) In terms of provisions contained in Section 55 of the Companies Act 2013, the Company has, upon redemption of Preference Shares
pursuant to resolution passed at the meeting held on December 20, 2016, transferred the amount equivalent to the face value of
Preference Shares from the accumulated profits to Capital Redemption Reserve.

Annual Report 2017-18 113


Notes to the Financial Statements
for the year ended March 31, 2018

Note 22 : Borrowings
(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Non- current
Secured loans
Term loans from bank
(Refer Note 1 below)
HDFC Bank Limited
In Foreign Currency 68.12 131.19 417.51
In Indian Currency 481.35 630.62 497.43
Bank of Maharastra - 633.22 170.57
Exim bank - 483.23 170.57
IDFC Bank 198.92 - -
Buyers' credit
(Refer Note 2 below)
In Foreign Currency
HDFC Bank Limited - 305.65 253.58
EXIM Bank - 166.31 -
Vehicle loans
HDFC Bank Limited - 0.35 1.08
ICICI Bank limited - 0.95 0.48
Daimler Financial services India Pvt. Ltd. 1.43 3.02 -
Unsecured
Barclays Bank - - 499.50
From NBFC
Barclays Investment & Loans (India) Ltd. - 499.50 -
Preference Shares
5% Convertible / Redeemable Preference Share of
- - 12.63
` 10 each
(Refer Note 3 below)
749.82 2 854.04 2 023.35
Current
Secured
Bank overdraft
Kotak Mahindra Bank 157.16 43.55 4.27
Yes Bank Ltd. - 36.17 -
Unsecured
Working capital demand loan
HDFC Bank Limited - 150.00 -
Repayable on demand
Inter corporate deposit - - 60.51
157.16 229.72 64.78

114 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Financial Statements


for the year ended March 31, 2018

(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Current maturities of long term debts
Secured loans
Term loans from bank
HDFC Bank Limited
In Foreign Currency 16.25 23.31 101.87
In Indian Currency 15.55 105.49 -
Buyers' credit 190.80 32.67 -
Vehicle loans
HDFC Bank Limited 0.35 0.72 1.72
ICICI Bank limited 0.95 0.77 0.23
Daimler Financial services India Pvt. Ltd. 1.59 1.45 -
225.49 164.41 103.82
Note:
1 The above term loans have been availed by the company for the purpose of reimbursement of Capex incurred by hospitals at S. G.
Highway and Bopal and for the purpose of Capex at its hospital at Jabalpur, Jaipur, Naroda, Indore, Surat and Mohali.

2 Pursuant to directions issued by the Reserve Bank of India, the buyers’ credit issued by AD Category - I banks are no longer entitled to
be rolled over and therefore the entire outstanding amount of buyers’ credit are due for repayment within the period of 12 months.
Acoordingly, the same has been classified under the head “ Current Financial Liabilities.”

3 Reference is invited to note 20.4 with regard to disclosure of preference share capital.

Annual Report 2017-18 115


Notes to the Financial Statements
for the year ended March 31, 2018

116
4. Principal Terms and Conditions of borrowings as at March 31, 2018
(a) Secured
(i) Term loans
(` in Million)
Amount
Sr. Name of Outstanding Rate of Re-schedulement/ Prepayment Terms,
Units Repayment Term Security In favor of
No. Lender as at March Interest and related penalty, if any
31, 2018
1 HDFC Bank Jabalpur, S.G. 165.85 7.25% Loans are repayable Within 30 days of interest reset date, the (i) Exclusive charge by way of Equitable HDFC Bank
Limited Highway in 20 equal quarterly Company has the option to prepay the Mortgage of existing hospital situated at Limited (on
installments commencing amount of principal outstanding against Survey no 976, TP scheme no 6, plot no behalf of SBICAP
from February, 2017. the facility, in part or in full without any - 118, Opp. Karnavati Club, S G Highway, Trustee)
prepayment penalty. Prepayment on Ahmedabad - 380005 with total land
any other dates, other than mandatory area admeasuring 6880 sq. mtr. and total
prepayment event, shall be subject constructed building area of 12053.56 sq.

Shalby Multi-Specialty HospitalS


to a prepayment penalty of 2% of the mtrs.
principal amount being prepaid for the (ii) Exclusive charge by way of hypothecation
residual maturity of the facility. However, of all movable assets including plant and
if prepayment is made by the borrower machinery, machinery spares, medical
from fresh equity or internal accruals, no equipment (excluding those hypothecated to
prepayment penalty shall be payable. equipment financiers), tools and accessories,
Should the Company choose to exercise furniture, fixtures, vehicles and all other
the prepayment option, the lender(s) movable assets, present and future of
must be intimated in writing at least 15 hospitals at S.G. Highway & Jabalpur.
working days before the date of exercising
of the prepayment option. In case of part (iii) Personal guarantee of Director Dr. Vikram I.
prepayments, such prepayment shall be Shah to the extent of value of land situated
applied proportionately on the balance at S. G. Highway Hospital owned by him and
repayments pertaining to the facility. mortgaged under Security.
Penalty: Default interest of 2% p.a. over (iv) Second pari-passu charge on the entire
and above the applicable Interest Rate till current assets, operating cash flows,
such time such default / non compliance is receivables, commissions, revenues of
cured to the Lender`s satisfaction. whatsoever nature and wherever arising
present and future, uncalled capital (if any),
present and future of the Borrower. First pari-
passu charge on the current assets shall be
with the working capital lenders.
(v) Exclusive charge by way of equitable
mortgage of the land and building pertaining
to the proposed hospital of Jabalpur.
(vi) Additional Security :
Fixed deposit of ` 54.04 Crore under lien with
HDFC bank
Notes to the Financial Statements
for the year ended March 31, 2018

(` in Million)
Amount
Sr. Name of Outstanding Rate of Re-schedulement/ Prepayment Terms,
Units Repayment Term Security In favor of
No. Lender as at March Interest and related penalty, if any
31, 2018
2 HDFC Bank Jaipur, Indore, 415.43 7.50% Loans are repayable Within 45 days of interest reset date, the (i) First pari-passu charge by way of equitable SBICAP Trustee
Limited Naroda in 24 equal quarterly borrower has the option to prepay the mortgage over land & building pertaining to
installments commencing amount of principal outstanding against hospital at Jaipur and Indore.
from June, 2019. the facility, in part or in full without any (ii) First pari-passu charge by way of equitable
prepayment penalty. Prepayment on mortgage over land and building pertaining
any other dates, other than mandatory to hospital at Naroda.
prepayment event, shall be subject to a
prepayment penalty of 2% of the principal (iii) First ranking Security by way of hypothecation
amount being prepaid for the residual of all the present and future tangible movable
maturity of the facility. assets including plant and machinery spares,
medical equipment (excluding those
Penalty: Default interest of 2%p.a. over hypothecated to equipment financiers), tools
and above the applicable interest Rate till and accessories, furniture, fixtures, vehicles
such time such default / non-compliances and all other movable assets, present and
occurred to the Lender’s satisfaction. future of hospitals at Jaipur, Indore and
Naroda.
(iv) Personal guarantee of Director Dr. Vikram I.
Shah to the extent of 50 % of Naroda Land
offered under security.
(v) Second ranking security by way of
hypothecation on the entire current
asset, operating cash flows, receivables,
commissions, revenues of what so ever
nature and wherever arising, present and
future uncalled capital (if any) present and
future, of the company.
(vi) Additional Security :
Fixed deposit of ` 54.04 Crore under lien with
HDFC bank
3 IDFC Bank Surat 198.92 F.D rate + The loan is repayable in Except as given in (i) and (ii) below, any Hypothecation of Surat facility current assets IDFC Bank
0.7% p.a 28 structured quarterly prepayment of the loan made by the (including cash flows) and all movable assets
till Loan installments starting borrower shall be with a prepayment including plant and machinery, medical
is backed from June 30, 2019 & premium of 2% of the principal amount equipment etc. present and future and exclusive
by F.D ending on March 31, being prepaid. mortgage of leasehold rights (of land) together
6.85 + 0.7 2026. i) The borrower shall have a right to with building
= 7.55% prepay the loan in full but not in ii) First pari-passu hypothecation of SG highway
part within 30 days of the reset date unit receivable and cash flows. pari passu
without any prepayment premium charge to be shared with HDFC bank term
ii) The borrower shall have to mandatory loan sanction amount of ` 150 crore.
prepay the loan to the extent of at Additional Security :
least 30% of the outstanding amount Fixed deposit of ` 20 Crore under lien with IDFC

Annual Report 2017-18


from IPO proceeds without any bank
prepayment premium.
Financial Statements

117
Notes to the Financial Statements
for the year ended March 31, 2018

118
(ii) Buyer’s Credit
(` in Million)
Amount
Re-schedulement/ Prepayment
Sr. Name of Outstanding
Rate of Interest Repayment Term Terms, and related penalty, if Security In favor of
No. Lender as at March
any
31, 2018
1 HDFC Bank 172.251 Ranges between 6M LIBOR + Pursuant to directions issued by the Reserve Bank of Not Applicable Security as specified for HDFC Bank Limited
Limited 15 BPS to 6M LIBOR + 175 BPS India, the buyers' credit issued by AD Category - I banks Sr. No. 1 and 2
are no longer entitled to be rolled over and therefore
the entire outstanding amount of buyers' credit are
due for repayment within the period of 12 months
2 EXIM Bank 18.552 Ranges between 6M LIBOR + Pursuant to directions issued by the Reserve Bank of Not Applicable - EXIM Bank
15 BPS to 6M LIBOR + 175 BPS India, the buyers' credit issued by AD Category - I banks
are no longer entitled to be rolled over and therefore
the entire outstanding amount of buyers' credit are
due for repayment within the period of 12 months

Shalby Multi-Specialty HospitalS


1 HDFC:-The value in INR has been arrived at based on the exchange rate on March 28, 2018. Accordingly, on March 31, 2018, Outstanding USD were 1.70 Million and exchange rate was 1 USD equal to 65.0441 INR
and Outstanding EURO were 0.77 Million and exchange rate was 1 EURO equal to 80.6222 INR.

2  EXIM :- The value in INR has been arrived at based on the exchange rate on March 28, 2018. Accordingly, on March 31, 2018, Outstanding USD were 0.29 and exchange rate was 1 USD equal to 65.0441 INR.

(iii) Vehicle loans


(` in Million)
Amount
Sr. Name of Outstanding Rate of Re-schedulement/ Prepayment Terms, and related
Units Repayment Term Security In favor of
No. Lender as at March Interest penalty, if any
31, 2018
1 HDFC Bank Mahindra 0.23 9.75% Loans are repayable The Company may, prepay the whole or any part of the The Company hypothecates to and HDFC Bank Limited
Limited Bolero in 36 equal monthly outstanding of respective Loans (including interest, charges in favor of the Bank by way
installments other dues, fees and charges herein) by giving a notice of first and exclusive charge of the
commencing from in writing to that effect. The Company would have to Vehicle as security for the repayment/
March, 2016. give minimum written notice of 30 days expressing his payment by the company of the
intention to prepay the loan amount, unless the same loan granted or to be granted to the
is waived in writing by the bank. The prepayment shall company by the Bank together with
take effect only when the actual payment is received all fees, interest, costs and expenses
by the bank and interest and other charges would be incurred/to be incurred by the Bank
levied till the end of the month in which prepayment and all other monies payable or to
is actually effected. In such an event the Bank will levy become payable by the company to
prepayment charges as mentioned in the schedule or the Bank.
any rate which is applicable at that time as per Bank`s
policy on the dues outstanding. Prepayment charges:
No foreclosure allowed within 6 months from the date
of availing car loan. 6% of principal outstanding for
pre-closures within 1 year from 7th EMI. 5% of principal
Outstanding for pre-closures within 13-24 months from
1st EMI. 3% of principal Outstanding for pre-closures
post 24 months from 1st EMI.
Notes to the Financial Statements
for the year ended March 31, 2018
(` in Million)
Amount
Sr. Name of Outstanding Rate of Re-schedulement/ Prepayment Terms, and related
Units Repayment Term Security In favor of
No. Lender as at March Interest penalty, if any
31, 2018
2 HDFC Bank Maruti Eco 0.12 9.45% Loans are repayable
Limited in 36 equal monthly
installments commencing
from March, 2016.
4 ICICI Bank Force 0.72 9.69% Loans are repayable Prepayment charges: The lessor of the following two The Company hypothecates to and ICICI Bank Limited
Limited Ambulance in 36 equal monthly options plus applicable taxes: (a) 4% of the outstanding charges in favor of the Bank by way
installments commencing amount of the facility, or any other rate as stipulated by of first and exclusive charge of the
from February, 2016. ICICI Bank from time to time. OR (b) The total interest Vehicle as security for the repayment/
amount outstanding as on the date of prepayment. payment by the company of the
loan granted or to be granted to the
company by the Bank together with
all fees, interest, costs and expenses
incurred/to be incurred by the Bank
and all other monies payable or to
become payable by the company to
the Bank.
5 ICICI Bank Force 0.23 10.00%
Limited Ambulance
6 Daimler Mercedez Benz 3.02 8.76% Loans are repayable Prepayment Charges: NA First and exclusive charge of the Daimler Financial
Financial in 36 equal monthly Vehicle Services India
Services India installments commencing Penalty: 5% per annum plus applicable taxes or Private Limited
Private Limited from February, 2017. statutory levies, if any

(iv) Overdraft Facility


(` in Million)
Amount
Sr. Name of Outstanding Rate of Re-schedulement/ Prepayment Terms, and related
Units Repayment Term Security In favor of
No. Lender as at March Interest penalty, if any
31, 2018
1 Kotak Mahindra - 157.16 - 12 Months N.A (1) First pari-passu hypothecation SBICAP Trustee
Bank Limited charge to be shared with HDFC
bank on all existing and future
current assets of Krishna Shalby
Hospital belonging to the
Company.
(2) First and exclusive mortgage
charge on immovable properties
being land and building of
Krishna Shalby Hospital situated
at 319 – Green City, Ghuma,
Bopal, Ahmedabad belonging to

Annual Report 2017-18


the Company.
Additional Security :
Financial Statements

Fixed deposit of ` 20 Crore under lien

119
with Kotak bank
Notes to the Financial Statements
for the year ended March 31, 2018

Note 23 : Other Financial Liabilities


(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Non- Current
Deferred leasehold land premium - - 15.57
Deposits 2.26 1.87 1.77
Retention money 43.97 20.60 12.12
Total (A): 46.23 22.47 29.46
Current
Current Maturities of Long Term Borrowings 225.49 164.41 103.82
Interest Accrued but not due on Borrowings 5.49 14.85 21.21
Creditors for capital goods 189.24 346.33 81.66
Deferred leasehold land premium - 15.57 28.86
Consideration payable - - 38.83
Book overdraft - 3.10 0.03
Retention money 8.44 20.18 11.66
Other Payables
Employees 16.54 13.06 25.97
Others 0.10 0.30 0.76
Total (B): 445.30 577.80 312.80
Total (A+B): 491.53 600.27 342.26

Note 24 : Provisions
(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Non- Current
Provision for employee benefits
Gratuity 0.16 0.80 1.06
Leave obligation 13.55 14.38 6.74
13.71 15.18 7.80
Current
Provision for employee benefits
Gratuity 3.65 4.99 -
Leave obligation 2.40 2.48 1.32
Other Provision - 0.04 0.31
6.05 7.51 1.63

120 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Financial Statements


for the year ended March 31, 2018

Note 25 : Other Non-Current / Current Liabilities


(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Non- Current
Government grant (Refer Note below) 145.89 100.00 -
Less: Released in the Statement of Profit and Loss (8.74) (5.61) -
Less Disclosed under current (8.74) (5.61) -
Total (A) : 128.41 88.78 -
Current
Government Grants 8.74 5.61 -
Advance from customers 4.00 7.36 4.30
Statutory Liabilities 32.28 30.54 25.16
Total (B): 45.02 43.51 29.46
Total (A+B): 173.43 132.29 29.46

The Company, having established Super Specialty Hospitals at Indore and Jabalpur both in the State of Madhya Pradesh and at Naroda
(Ahmedabad) and Surat both in the State of Gujarat, becomes eligible for one time incentive towards development of Healthcare sector in
terms of policies of respective State Government in this regard. The incentive is based on capital investment and therefore is recognised
in the form of capital subsidy. The same, being available against the entire capital investment, has been recognised and classified in
accordance with Significant Accounting Policy referred at note 4.12 to the financial statements.

Note 26 : Trade Payables


(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Current
Micro, Small and Medium Enterprise - - -
Others 479.93 391.78 449.98
479.93 391.78 449.98

Trade payables are non interest bearing and are normally settled within 30-45 days.

Note 27 : Current Tax Liabilities


(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Provision for tax 239.42 83.50 83.50
Less: Advance Tax 235.88 79.79 79.79
3.54 3.71 3.71

Annual Report 2017-18 121


Notes to the Financial Statements
for the year ended March 31, 2018

Note 28 : Revenue from Operations


(` in Million)
March 31, 2018 March 31, 2017
Sale of products 108.17 78.21
Sale of services 3 732.03 3 134.66
Other Operating Revenue 15.03 10.99
3 855.23 3 223.86

Break up of sales of product


(` in Million)
March 31, 2018 March 31, 2017
Medicines & Medicare Items 108.17 78.21

Break up of sales of services


(` in Million)
March 31, 2018 March 31, 2017
Income from Healthcare Services
In Patient Discharge
Domestic 3 139.25 2 671.75
Overseas 130.07 138.92
Out Patient Discharge 304.21 206.16
Dental Care Services 30.32 37.05
Diagnostic Services 53.18 50.96
Clinical Trials 6.79 7.18
Training 37.78 0.28
Orthotrend Event 21.78 15.55
Allied Services 8.65 6.81
3 732.03 3 134.66

Break up of other operating revenue


(` in Million)
March 31, 2018 March 31, 2017
Share from Limited Liability Partnership 5.47 4.55
Capital Subsidy, Project Consultancy 9.56 6.44
15.03 10.99

122 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Financial Statements


for the year ended March 31, 2018

Note 29 : Other Income


(` in Million)
March 31, 2018 March 31, 2017
Interest Income
From Banks 26.68 7.67
On loan to subsidiary and other companies 3.99 8.15
On Service Tax Refund 1.52 -
On IT refund - 6.67
Others 0.19 0.30
32.38 22.80
Rent 3.72 2.63
Dividend 1.01 0.19
Liquidated Damages and Penalty Charges 36.92 -
Profit on sale of assets - 2.33
Foreign Exchange Fluctuation Gain (net) - 28.15
Gain / (Loss) on Unwinding of SWAP Contract (Net) - 2.97
Other Non-Operating Income
Sundry balances written back (Net) 7.35 0.12
Miscellaneous 5.74 1.24
13.09 1.36
87.12 60.43

Note 30 : Operative Expenses


(` in Million)
March 31, 2018 March 31, 2017
Materials and Consumables 872.55 731.99
Diagnostic Expenses 68.94 52.93
Fees to Doctors and Consultants 898.06 774.76
Power, Fuel and Water Charges 93.24 74.03
Housekeeping and Catering 109.58 84.90
Attendants and Securities 98.34 85.49
Linen & Uniform 9.35 4.87
Other Operative Expenses 18.94 13.34
2 169.00 1 822.31

Note 31 : Purchase of Stock-in-Trade


(` in Million)
March 31, 2018 March 31, 2017
Medicines and Medicare Items 82.36 57.55
82.36 57.55

Annual Report 2017-18 123


Notes to the Financial Statements
for the year ended March 31, 2018

Note 32 : Changes in Inventories


(` in Million)
March 31, 2018 March 31, 2017
Inventory at the end of the year
Medicine and Medical Items 21.45 14.24
Inventory at the beginning of the year
Medicine and Medical Items 14.24 9.56
(Increase) / Decrease in stocks (7.21) (4.68)

Note 33 : Employee Benefits Expense


(` in Million)
March 31, 2018 March 31, 2017
Salary, Allowances & Bonus 423.39 359.79
Contribution to Provident & other funds 24.40 16.85
Staff Welfare expenses 0.17 0.25
447.96 376.89

Note 34 : Finance Cost


(` in Million)
March 31, 2018 March 31, 2017
Interest
To Bank 108.28 70.84
To NBFC 13.20 24.85
Less: Interest subsidy (1.02) (6.00)
120.46 89.69
Preference Dividend (Including DDT) - 3.20
Other Borrowing Cost
Other ancillary Cost 0.88 1.72
Adjustment to Interest cost on foreign currency translation - 7.54
121.34 102.15

Note 35 : Depreciation and Amortization


(` in Million)
March 31, 2018 March 31, 2017
Depreciation expense on property, plant and equipment 222.90 157.27
[Net of Capitalisation of ` 9.38 mn (P.Y. ` 8.36 mn)]
Amortisation on Intangible assets 1.42 2.81
224.32 160.08

124 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Financial Statements


for the year ended March 31, 2018

Note 36 : Other Expenses


(` in Million)
March 31, 2018 March 31, 2017
Advertising and Publicity 71.72 45.54
Auditors' Remuneration 1.62 1.44
Communication 10.82 8.97
Rent, Rates and Taxes 28.33 23.38
Fees and Legal 18.48 21.49
Insurance 5.48 3.15
Stationery and Printing 24.08 11.63
Repairs and Maintenance- Building 4.13 5.54
Repairs and Maintenance- Others 64.83 52.39
Travelling and Conveyance 46.53 55.42
Net loss on foreign exchange fluctuations 16.81 -
Provision for Bad & Doubtful Debts 2.62 3.80
Bank charges 8.77 4.34
Miscellaneous Expenses 15.35 12.70
319.57 249.79
Payment to Auditor
As Auditors 1.62 1.44

Note 37 : Earning Per Share


(` in Million)
March 31, 2018 March 31, 2017
Profit attributable to Equity shareholders (`) 279.81 303.62
[Net of Share Issue Expenses of ` 160.34 mn (P.Y. ` NIL) ]
Number of equity shares 10 80 09 770 8 74 08 932
Weighted Average number of Equity Shares 9 43 56 355 8 73 58 779
Basic earning per Share (`) 2.97 3.48
Diluted earning per Share (`) 2.97 3.48

Note 38 : Contingent Liabilities and Commitments


(` in Million)
As at As at
March 31, 2018 March 31, 2017
A Contingent Liabilities not provided for in respect of
(i) Claim against the company not acknowledged as debt 59.38 55.80
(ii) Income tax Demand for Assessment Years
2010-2011 24.61 24.61
2011-2012 13.43 13.43
2012-2013 2.06 2.06

Annual Report 2017-18 125


Notes to the Financial Statements
for the year ended March 31, 2018

(` in Million)
As at As at
March 31, 2018 March 31, 2017
2014-2015 - 13.31
2015-2016 41.42 -
81.52 53.41
(iii) Letter of Credit - 58.93
(iv) Bank Guarantee 43.30 7.72
(v) Sales Tax Demand including Interest & Penalty for Assessment Years (Based on
expert advice received by client)
2009-2010 5.42 5.42
2010-2011 2.02 2.02
2011-2012 1.82 1.82
2012-2013 1.96 1.96
2013-2014 2.94 2.94
(vi) Tax Deducted at Sources Demand for Assessment Year 2014-15 2.63 29.97
(vii) Export Obligation under EPCG Scheme 18.84 46.19
B Capital Commitments
Estimated amount of contract remaining to be executed on capital accounts 283.42 951.42

Note 39: Employee Benefits


Note 39.1 Defined Contribution Plan
The Company has defined contribution plan in form of Provident Fund & Pension Scheme and Employee State Insurance Scheme for
qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the
benefits. The total expense recognised in the Statement of profit and loss under employee benefit expenses in respect of such schemes
are given below:

(` in Million)
For the year For the year
March 31, 2018 March 31, 2017
Contribution to Provident Fund and Pension Scheme, included under contribution to 20.18 13.58
provident and other funds
Contribution to Employee State Insurance Scheme, included under contribution to 3.41 2.23
provident and other funds

Note 39.2 Defined Benefit Plan


(a) Gratuity
The Company offers gratuity plan for its qualified employees which is payable as per the requirements of Payment of Gratuity Act,
1972. The benefit vests upon completion of five years of continuous service and once vested it is payable to employees on retirement
or on termination of employment. In case of death while in service, the gratuity is payable irrespective of vesting.

126 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Financial Statements


for the year ended March 31, 2018

(b) Defined Benefit Plan


The principal assumptions used for the purposes of the actuarial valuations were as follows.

Gratuity
Valuation
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Discount rate 7.60% 7.10% 7.80%
Expected rate(s) of salary increase 6.00% 6.00% 6.00%
Rate of return on plan assets 7.60% 7.10% 7.80%

Leave Encashment
Valuation
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Discount rate 7.60% 7.10% 7.80%
Expected rate(s) of salary increase 6.00% 6.00% 6.00%

The following table sets out the status of the amounts recognised in the balance sheet & movements in the net defined benefit
obligation as at March 31, 2018
(` in Million)
March 31, 2018 March 31, 2017
Leave Leave
Gratuity Gratuity
Encashment Encashment
(Funded) (Funded)
(Unfunded) (Unfunded)
Changes in the present value of obligation
1. Present value of obligation (Opening) 11.94 16.87 8.21 8.06
2. Interest cost 0.82 1.11 0.61 0.58
3. Past service cost adjustments/Prior year Charges 0.45 - - -
4. Current service cost 4.99 5.09 3.01 7.75
5. Curtailment Cost / (Gain) - - - -
6. Settlement Cost / (Gain) - - - -
7. Benefits paid (1.09) (3.60) (1.00) (1.52)
8. Actuarial (Gain) / Loss arising from change in financial (0.66) (0.47) 0.65 0.67
assumptions
9. Actuarial (Gain) / Loss arising from change in demographic - - - -
assumptions
10. Actuarial (Gain) / Loss arising from change on account of (0.70) (3.04) 0.46 1.33
experience changes
11. Present value of obligation (Closing) 15.75 15.96 11.94 16.87

Annual Report 2017-18 127


Notes to the Financial Statements
for the year ended March 31, 2018

(` in Million)
March 31, 2018 March 31, 2017
Leave Leave
Gratuity Gratuity
Encashment Encashment
(Funded) (Funded)
(Unfunded) (Unfunded)
Changes in the fair value of plan assets
1. Present value of plan assets (Opening) 6.15 - 7.01 -
2 Past contribution / Adjustment to Opening Fund - - (0.33) -
3. Expected return on plan assets (0.68) - (0.47) -
4. Interest Income 0.59 - 0.63 -
5. Actuarial Gain / (Loss) - - - -
6. Employers Contributions 6.97 - 0.31 -
7. Employees Contributions - - - -
8. Benefits paid (1.09) - (1.00) -
9. Expense deducted from the fund - - - -
10. Fair Value of Plan Assets (Closing) 11.94 - 6.15 -
Percentage of each category of plan assets to total fair value
of plan assets at the year end
1. Bank Deposits - - - -
2. Debt Instruments - - - -
3. Administered by Life Insurance Corporation of India 100% - 100% -
4. Others - - - -

Reconciliation of Present Value of Defined Benefit Obligation and the Fair value of Assets
(` in Million)
March 31, 2018 March 31, 2017
Leave Leave
Gratuity Gratuity
Encashment Encashment
Present Value of funded obligation at the end of the year 15.75 15.96 11.94 16.87
Fair Value of Plan Assets as at the end of the period 11.94 - 6.15 -
Amount not recognised due to asset limit
Deficit of funded plan 3.81 - 5.79 -
Deficit of unfunded plan - 15.96 - 16.87
- Current 3.65 2.40 5.00 2.48
- Non current 0.16 13.55 0.80 14.38

128 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Financial Statements


for the year ended March 31, 2018

Amount recognized in standalone statement of profit and loss in respect of defined benefit plan are as follows:
(` in Million)
March 31, 2018 March 31, 2017
Expense recognised in the Statement of Profit and Loss Leave Leave
Gratuity Gratuity
Encashment Encashment
Current Service Cost 4.99 5.09 3.01 7.75
Past Service Cost 0.45 - - -
Adjustment to opening fund - - - -
Net interest Cost 0.23 1.11 (0.02) 0.58
Net value of re-measurements on the obligation and plan assets - (3.51) - 2.00
Adjustment to Opening Fund - - 0.33 -
(Gains)/Loss on Settlement - - - -
Total Expenses recognized in the Statement of Profit and Loss # 5.67 2.69 3.32 10.33

#Included in ‘Salary and Wages’ under ‘Employee benefits expense’

(` in Million)
March 31, 2018 March 31, 2017
Amount recorded in Other comprehensive Income (OCI) Leave Leave
Gratuity Gratuity
Encashment Encashment
Re-measurements during the year due to
Changes in financial assumptions (0.66) (0.47) 0.65 0.67
Changes in demographic assumptions - - - -
Experience adjustments (0.70) (3.04) 0.46 1.33
Return on plan assets excluding amounts included in interest income 0.68 - 0.47 -
Amount recognised in OCI during the year (0.68) (3.51) 1.58 2.00

(c) Sensitivity Analysis


The sensitivity of the defined benefit obligation to changes in the weighted principal assumption is:

Gratuity
Impact on defined benefit obligation
Change in Assumption Increase in Assumptions Decrease in Assumptions
March 31, March 31, March 31, March 31, March 31, March 31,
2018 2017 2018 2017 2018 2017
Discount rate 0.50% 0.50% Decrease by 4.20% 4.24% Increase by 3.92% 3.96%
Salary growth rate 0.50% 0.50% Increase by 4.03% 4.11% Decrease by 3.72% 3.88%

Annual Report 2017-18 129


Notes to the Financial Statements
for the year ended March 31, 2018

Leave Encashment
Impact on defined benefit obligation
Change in Assumption Increase in Assumptions Decrease in Assumptions
March 31, March 31, March 31, March 31, March 31, March 31,
2018 2017 2018 2017 2018 2017
Discount rate 0.50% 0.50% Decrease by 2.94% 3.03% Increase by 2.78% 2.86%
Salary growth rate 0.50% 0.50% Increase by 2.97% 3.05% Decrease by 3.00% 2.90%

The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice,
this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined
benefit obligation to significant actuarial assumptions the same method (present value of the defined obligation calculated with
the projected unit credit method at the end of reporting period) has been applied as when calculating the defined benefit liability
recognised in the balance sheet. The methods and types of assumptions used in preparing the sensitivity analysis did not change
compared to the prior year.

(d) Major Category of Plan Asset as a % of total Plan Assets


As at March As at March As at April As at March As at March As at April
Category of Assets (% Allocation) 31, 2018 31, 2017 1, 2016 31, 2018 31, 2017 1, 2016
% ` in Million
Insurer managed funds 100.00% 100.00% 100.00% 11.94 6.16 7.01
Total 100.00% 100.00% 100.00% 11.94 6.16 7.01

(e) Risk Exposure


Through its defined benefit plans, the group is exposed to a number of risks, the most significant of which are detailed below:

Asset volatility
The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan assets underperform this yield, this
will create a deficit.

The gratuity fund is administered through Life Insurance Corporation of India (insurer) under its Group Gratuity Scheme. Accordingly
almost the entire plan asset investment is maintained by the insurer. These are subject to interest rate risk which is managed by the
insurer.

Changes in bond yields


A decrease in bond yields will increase plan liabilities, although this will be partially offset by an increase in the value of the plans’
assets maintained by the insurer.

(f ) Defined benefit liability and employer contribution


The Company generally eliminates the deficit in the defined benefit gratuity plan within next one year.

Expected contribution to the post-employment benefit plan (Gratuity) for the year ending March 31, 2019 is ` 3.65 Million.

The weighted average duration of the defined benefit obligation is 10.85 years (2016 – 10.6 years, 2015 - 10.53 years).

130 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Financial Statements


for the year ended March 31, 2018

The expected maturity analysis of undiscounted post-employment benefit plan (gratuity) is as follows:

(a) Gratuity
(` in Million)
As at March 31, 2018 As at March 31, 2017 As at April 1, 2016
Particulars
Cash Flow (`) (%) Cash Flow (`) (%) Cash Flow (`) (%)
1st following year 0.92 2.7% 0.79 3.3% 0.88 5.5%
2nd following year 1.16 3.4% 0.83 3.4% 0.62 3.8%
3rd following year 1.28 3.8% 1.09 4.5% 0.88 5.5%
4th following year 1.55 4.6% 1.08 4.5% 0.80 4.9%
5th following year 1.80 5.4% 1.27 5.2% 0.73 4.5%
Sum of year 6 to 10th 8.81 26.2% 5.58 23.0% 3.66 22.6%

(b) Leave Encashment


(` in Million)
As at March 31, 2018 As at March 31, 2017 As at April 1, 2016
Particulars
Cash Flow (`) (%) Cash Flow (`) (%) Cash Flow (`) (%)
1st following year 2.40 8.7% 2.48 8.7% 1.20 9.1%
2nd following year 2.20 7.9% 2.23 7.9% 1.02 7.7%
3rd following year 2.00 7.2% 2.12 7.5% 1.08 8.2%
4th following year 1.80 6.5% 1.85 6.5% 0.86 6.5%
5th following year 1.70 6.1% 1.72 6.1% 0.76 5.7%
Sum of year 6 to 10th 7.41 26.8% 6.87 24.2% 3.30 24.9%

Note 40: Segment Information


The Company is mainly engaged in the business of setting up and managing hospitals and medical diagnostic services which constitute
a single business segment. These activities are mainly conducted only in one geographical segment viz, India. Therefore, the disclosure
requirements under the Ind AS 108 “Operating Segments” are not applicable.

Note 41:
1. Related Party Disclosures for the year ended March 31, 2018
(a) Details of Related Parties
Sr.
Description of Relationship Names of Related Parties
No.
Subsidiary Companies & LLPs 1 Shalby (Kenya) Limted
2 Vrundavan Shalby Hospitals Limited
3 Yogeshwar Healthcare Limited
4 Shalby International Limited (Earlier known as Shalby Pune Limited)
5 Griffin Mediquip LLP (Earlier known as Shalby Orthopedic LLP)
Promoter Company 6 Zodiac Mediquip Limited

Annual Report 2017-18 131


Notes to the Financial Statements
for the year ended March 31, 2018

Sr.
Description of Relationship Names of Related Parties
No.
Key Management Personnel (KMP) 7 Dr. Vikram I. Shah
8 Mr. Ravi Bhandari
Relatives of KMP 9 Dr. Darshini V. Shah
10 Mr. Shanay V. Shah
Enterprise over which KMP / Relatives of KMP exercise 11 Uranus Medical Devices Limited
significant influence through controlling interest (Other 12 Shalby Orthopedic Hospital and Research Center
Related Party)
13 Friends of Shalby Foundation
14 Slaney Healthcare Private Limited

(b) Key management personnel compensation


` in Million
Short-term employee benefits 8.96
Termination benefits 1.56
Total Compensation 10.52

(c) Details of transactions with related parties for the year ended March 31, 2018 in the ordinary course of business:
(` in Million)
Enterprise over
which KMP and
Sr. Subsidiary Promoter KMP &
Nature of Relationship / Transaction Relatives have Total
No. Companies Company Relatives
significant
influence
1 Professional Fees
Dr. Vikram I. Shah - - 45.23 - 45.23
Dr. Darshini V. Shah - - 22.37 - 22.37
2 Advance towards expenses
Shalby International Limited 0.02 - - - 0.02
3 Advance received back
Shalby International Limited 0.005 - - - 0.005
4 Advance for material repaid
Shalby International Limited - - - - -
5 Advance towards reimbursement of
expenditure
Vrundavan Shalby Hospitals Limited 0.10 - - - 0.10
6 Advances received back towards
Reimbursement of Expenditure
Vrundavan Shalby Hospitals Limited 0.10 - - - 0.10

132 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Financial Statements


for the year ended March 31, 2018

(` in Million)
Enterprise over
which KMP and
Sr. Subsidiary Promoter KMP &
Nature of Relationship / Transaction Relatives have Total
No. Companies Company Relatives
significant
influence
7 Advances given
Vrundavan Shalby Hospitals Limited 44.25 - - - 44.25
Yogeshwar Healthcare Limited 0.59 - - - 0.59
Shalby Kenya Limited 0.19 - - - 0.19
8 Capital Introduced
Griffin Mediquip LLP
Fixed - - - - -
Current 3.77 - - - 3.77
9 Capital withdrawal
Griffin Mediquip LLP - - - - -
Current - - - - -
10 Share of Profit/(Loss)
Griffin Mediquip LLP 5.47 - - - 5.47
11 Purchase of medicines, materials and
consumables
Griffin Mediquip LLP 374.07 - - - 374.07
Uranus Medical Devices Limited - - - - -
12 Rent Expenses
Dr. Vikram I. Shah - - 8.41 - 8.41
Shalby Orthopedic Hospital and Research - - - 0.62 0.62
Center
Yogeshwar Healthcare Limited 0.26 - - - 0.26
13 Rent Income
Griffin Mediquip LLP 0.07 - - - 0.07
Slaney Healthcare Private Limited - - - 0.16 0.16
14 Interest Income
Vrundavan Shalby Hospitals Limited 4.00 - - - 4.00
15 Salary
Ravi Bhandari - - 8.96 - 8.96
Mr. Shanay V. Shah - - 4.97 - 4.97

Annual Report 2017-18 133


Notes to the Financial Statements
for the year ended March 31, 2018

(` in Million)
Enterprise over
which KMP and
Sr. Subsidiary Promoter KMP &
Nature of Relationship / Transaction Relatives have Total
No. Companies Company Relatives
significant
influence
16 Commission Expense
Zodiac Mediquip Limited - 0.15 - - 0.15
17 Guest House Expenses
Zodiac Mediquip Limited - 1.69 - - 1.69
18 Purchase return of medicines, materials
and consumables
Slaney Healthcare Private Limited - - - 0.35 0.35
19 Reimbursement of IPO related expenses
Dr. Vikram I. Shah - - 12.68 - 12.68
20 Purchase of Capital Goods
Griffin Mediquip LLP 0.01 - - - 0.01
21 Investment made during the year
Vrundavan Shalby Hospitals Limited 46.92 - - - 46.92

(d) Amount due to / from related parties as at March 31, 2018


(` in Million)
Enterprise over
which KMP and
Sr. Subsidiary Promoter KMP &
Nature of Relationship / Transaction Relatives have Total
No. Companies Company Relatives
significant
influence
1 Trade Payable
Dr. Vikram I. Shah - - 5.55 - 5.55
Dr. Darshini V. Shah - - 5.69 - 5.69
Uranus Medical Devices Limited - - - 0.40 0.40
Friends of Shalby Foundation - - - 0.01 0.01
Griffin Mediquip LLP 50.40 - - - 50.40
2 Rent Deposit
Yogeshwar Healthcare Limited 0.18 - - - 0.18
3 Investment
Yogeshwar Healthcare Limited 6.96 - - - 6.96
Shalby Kenya Limited 0.06 - - - 0.06
Vrundavan Shalby Hospitals Limited 131.92 - - - 131.92
Shalby International Limited 0.50 - - - 0.50

134 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Financial Statements


for the year ended March 31, 2018

(` in Million)
Enterprise over
which KMP and
Sr. Subsidiary Promoter KMP &
Nature of Relationship / Transaction Relatives have Total
No. Companies Company Relatives
significant
influence
4 Loans and Advances
Yogeshwar Healthcare Limited 7.41 - - - 7.41
Shalby Kenya Limited 3.32 - - - 3.32
Vrundavan Shalby Hospitals Limited 77.70 - - - 77.70
5 Rent Payable
Dr. Vikram I. Shah - - 0.73 - 0.73
Zodiac Mediquip Limited - 0.15 - - 0.15
Shalby Orthopedic Hospital and Research - - - 0.53 0.53
Center
6 Interest Receivable
Vrundavan Shalby Hospitals Limited 19.09 - - - 19.09
7 Other Receivables
Shalby International Limited 0.01 - - - 0.01
Slaney Healthcare Private Limited - - - 0.08 0.08
9 Other Payable
Slaney Healthcare Private Limited - - - 0.40 0.40
10 Capital contribution
Grififin Mediquip LLP
Fixed 0.48 - - - 0.48
Current 13.54 - - - 13.54

2. Related Party Disclosures for the year ended March 31, 2017
(a) Details of Related Parties
Sr.
Description of Relationship Names of Related Parties
No.
Subsidiary companies & LLPs 1 Shalby (Kenya) Limited
2 Vrundavan Shalby Hospitals Limited
3 Yogeshwar Healthcare Limited
4 Shalby International Limited (Earlier known as Shalby Pune Limited)
5 Griffin Mediquip LLP (Earlier known as Shalby Orthopedic LLP)
Promoter Company 6 Zodiac Mediquip Limited

Annual Report 2017-18 135


Notes to the Financial Statements
for the year ended March 31, 2018

Sr.
Description of Relationship Names of Related Parties
No.
Key Management Personnel (KMP) 7 Dr. Vikram I. Shah
8 Mr. Ravi Bhandari
Relatives of KMP 9 Dr. Darshini V. Shah
10 Mr. Shanay V. Shah
Enterprise over which KMP / Relatives of KMP exercise 11 Uranus Medical Devices Limited
significant influence through controlling interest (Other 12 Shalby Orthopedic Hospital and Research Center
Related Party)
13 Friends of Shalby Foundation
14 Slaney Healthcare Private Limited

(b) Key management personnel compensation


Particulars ` in Million
Short-term employee benefits 7.92
Termination benefits 1.56
Total Compensation 9.48

(c) Details of transactions with related parties for the year ended March 31, 2017 in the ordinary course of business:
(` in Million)
Enterprise over
which KMP and
Sr. Subsidiary Promoter KMP &
Nature of Relationship / Transaction Relatives have Total
No. Companies Company Relatives
significant
influence
1 Professional Fees
Dr. Vikram I. Shah - - 44.73 - 44.73
Dr. Darshini V. Shah - - 26.78 - 26.78
2 Unsecured Loan given
Shalby International Limited 0.52 - - - 0.52
3 Unsecured Loan received back
Shalby International Limited 0.54 - - - 0.54
4 Advance for material repaid
Shalby International Limited 0.25 - - - 0.25
5 Advance towards reimbursement of
expenditure
Vrundavan Shalby Hospitals Limited 0.14 - - - 0.14
Slaney Healthcare Private Limited - - - 0.09 0.09

136 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Financial Statements


for the year ended March 31, 2018

(` in Million)
Enterprise over
which KMP and
Sr. Subsidiary Promoter KMP &
Nature of Relationship / Transaction Relatives have Total
No. Companies Company Relatives
significant
influence
6 Advances received back towards
Reimbursement of Expenditure
Vrundavan Shalby Hospitals Limited 0.59 - - - 0.59
7 Advances given
Shalby Kenya Limited 0.27 - - - 0.27
8 Capital Introduced
Griffin Mediquip LLP
Fixed 0.13 - - - 0.13
Current 5.28 - - - 5.28
9 Capital withdrawal
Griffin Mediquip LLP
Current 5.08 - - - 5.08
10 Share of Profit/(Loss)
Griffin Mediquip LLP 4.56 - - - 4.56
11 Purchase of medicines, materials and
consumables
Slaney Healthcare Private Limited - - - 0.63 0.63
Griffin Mediquip LLP 325.04 - - - 325.04
Uranus Medical Devices Limited - - - 0.33 0.33
12 Rent Expenses
Dr. Vikram I. Shah - - 6.90 - 6.90
Shalby Orthopedic Hospital and Research - - - 0.76 0.76
Center
Yogeshwar Healthcare Limited 0.26 - - - 0.26
13 Rent Income
Griffin Mediquip LLP 0.06 - - - 0.06
Slaney Healthcare Private Limited - - - 0.06 0.06
14 Interest Income
Vrundavan Shalby Hospitals Limited 5.31 - - - 5.31
15 Salary
Ravi Bhandari - - 7.92 - 7.92
Mr. Shanay V. Shah - - 3.90 - 3.90
16 Commission Expense
Zodiac Mediquip Limited - 0.13 - - 0.13

Annual Report 2017-18 137


Notes to the Financial Statements
for the year ended March 31, 2018

(` in Million)
Enterprise over
which KMP and
Sr. Subsidiary Promoter KMP &
Nature of Relationship / Transaction Relatives have Total
No. Companies Company Relatives
significant
influence
17 Guest House Expenses
Zodiac Mediquip Limited - 1.75 - - 1.75
18 Catering Charges Income
Slaney Healthcare Private Limited - - - 0.03 0.03

(d) Amount due to / from related parties as at March 31, 2017


(` in Million)
Enterprise over
which KMP and
Sr. Subsidiary Promoter KMP &
Nature of Relationship / Transaction Relatives have Total
No. Companies Company Relatives
significant
influence
1 Trade Payable
Dr. Vikram I. Shah - - 3.53 - 3.53
Dr. Darshini V. Shah - - 3.45 - 3.45
Uranus Medical Devices Limited - - - 0.40 0.40
Zodiac Mediquip Limited - 0.76 - - 0.76
Friends of Shalby Foundation - - - 0.01 0.01
Griffin Mediquip LLP 114.81 - - - 114.81
2 Rent Deposit
Yogeshwar Healthcare Limited 1.20 - - - 1.20
3 Investment
Yogeshwar Healthcare Limited 6.96 - - - 6.96
Shalby Kenya Limited 0.06 - - - 0.06
Vrundavan Shalby Hospitals Limited 85.00 - - - 85.00
Shalby International Limited 0.50 - - - 0.50
4 Loans and Advances
Shalby Kenya Limited 3.13 - - - 3.13
Vrundavan Shalby Hospitals Limited 29.92 - - - 29.92
5 Rent Payable
Yogeshwar Healthcare Limited 0.49 - - - 0.49
Shalby Orthopedic Hospital and Research - - - 0.68 0.68
Center
6 Interest Receivable
Vrundavan Shalby Hospitals Limited 19.09 - - - 19.09

138 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Financial Statements


for the year ended March 31, 2018

(` in Million)
Enterprise over
which KMP and
Sr. Subsidiary Promoter KMP &
Nature of Relationship / Transaction Relatives have Total
No. Companies Company Relatives
significant
influence
7 Other Receivables
Slaney Healthcare Private Limited - - - 0.12 0.12
8 Commission Payable
Zodiac Mediquip Limited - 0.04 - - 0.04
9 Capital contribution
Grififin Mediquip LLP
Fixed 0.48 - - - 0.48
Current 4.30 - - - 4.30

3. Amount due to / from related parties as at April 1, 2016


(` in Million)
Enterprise over
which KMP and
Sr. Subsidiary Promoter KMP &
Nature of Relationship / Transaction Relatives have Total
No. Companies Company Relatives
significant
influence
1 Trade Payable
Dr. Vikram I. Shah - - 3.60 - 3.60
Dr. Darshini V. Shah - - 5.83 - 5.83
Uranus Medical Devices Limited - - - 0.12 0.12
Zodiac Mediquip Limited - 0.86 - - 0.86
Friends of Shalby Foundation - - - 0.01 0.01
Slaney Healthcare Private Limited - - - 0.35 0.35
2 Rent Deposit
Yogeshwar Healthcare Limited 1.20 - - - 1.20
3 Investment
Yogeshwar Healthcare Limited 6.96 - - - 6.96
Shalby Kenya Limited 0.06 - - - 0.06
Vrundavan Shalby Hospitals Limited 85.00 - - - 85.00
Shalby International Limited 0.50 - - - 0.50
4 Loans and Advances
Shalby Kenya Limited 2.86 - - - 2.86
Vrundavan Shalby Hospitals Limited 29.92 - - - 29.92
5 Rent Payable
Yogeshwar Healthcare Limited 0.21 - - - 0.21
Shalby Orthopedic Hospital and Research - - - 0.15 0.15
Center

Annual Report 2017-18 139


Notes to the Financial Statements
for the year ended March 31, 2018

(` in Million)
Enterprise over
which KMP and
Sr. Subsidiary Promoter KMP &
Nature of Relationship / Transaction Relatives have Total
No. Companies Company Relatives
significant
influence
6 Interest Receivable
Vrundavan Shalby Hospitals Limited 14.31 - - - 14.31
7 Other Recoverable
Vrundavan Shalby Hospitals Limited 0.45 - - - 0.45
8 Capital Contribution
Grififin Mediquip LLP
Fixed 0.35 - - - 0.35
Current 0.45 - - - 0.45
9 Other payables
Shalby International Limited 0.24 - - - 0.24
10 Short term advances for expenses
Uranus Medical Devices Limited - - - 0.04 0.04

Note 42: Business Combinations


Summary of acquisition
Pursuant to scheme of Arrangement under Section 391 to 394 of the Companies Act, 1956, the Company on September 7, 2015 acquired
Hospital division of Kamesh Bhargava Hospital and Research Centre Limited on a going concern basis. The acquisition has been accounted
for using the acquisition method of accounting.

Purchase consideration ` in Million


Cash paid 371.38
Total purchase consideration 371.38

All the assets and liabilities as at September 7, 2015 of the Hospital division of Kamesh Bhargava Hospital and Research Centre Private
Limited have been transferred to the Company at fair value which is summarized below:

` in Million
Assets
Non-current assets
Property, plant and equipment 369.72
Other Financial Assets (Non-current) 1.23
Current Assets
Inventories 0.55
Financial assets (Current)
Cash and Cash equivalents 1.15
Other financial assets 2.52
Other current assets 0.36
Total (A): 375.53

140 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Financial Statements


for the year ended March 31, 2018

` in Million
Equity and Liabilities
Non-current liabilities
Provisions 1.17
Current liabilities
Borrowings 79.21
Other financial liabilities (Current) 5.74
Total (B): 86.12
Net identifiable assets acquired (A-B) 289.41

Consequent to this, financial information in the financial statements are restated to account for the Scheme of Arrangement as per the
requirement of Appendix C of Ind AS - 103 “Business Combination”.

Calculation of goodwill ` in Million


Fair value of net assets acquired 289.41
Less: Purchase consideration 371.38
Goodwill 81.97

Note 43: Capital Management


The Company manages its capital to ensure that entities in the Company will be able to continue as going concerns while maximizing the
return to stakeholders through the optimization of the debt and equity balance. The capital structure of the Company consists of net debt
(borrowings offset by cash and bank balances) and total equity of the Company.

(` in Million)
As at As at As at
Particulars
March 31, 2018 March 31, 2017 April 1, 2016
Total equity attributable to the equity share holders of the 7752.46 2585.43 2277.64
company
As percentage of total capital 88.34% 45.22% 51.92%
Current loans and borrowings 382.65 394.14 168.60
Non-current loans and borrowings 749.83 2854.04 2023.35
Total loans and borrowings 1132.48 3248.18 2191.95
Cash and cash equivalents 108.83 115.82 82.64
Net loans & borrowings 1023.65 3132.36 2109.31
As a percentage of total capital 11.66% 54.78% 48.08%
Total capital (loans and borrowings and equity) 8776.11 5717.79 4386.95

Annual Report 2017-18 141


Notes to the Financial Statements
for the year ended March 31, 2018

Note 44: Fair value measurements


A. Financial instruments by category
(` in Million)
March 31, 2018 March 31, 2017 April 1, 2016
Amortized Amortized Amortized
FVTPL FVTOCI FVTPL FVTOCI FVTPL FVTOCI
cost cost cost
Financial Assets
Investments - 1.10 - - 1.10 - - 1.10 -
Loans 77.70 - - 86.07 - - 66.67 - -
Trade and other receivables 601.49 - - 334.58 - - 285.45 - -
Cash and cash Equivalents 108.83 - - 115.82 - - 82.64 - -
Other bank balances 1 042.29 - - 41.21 - - 70.96 - -
Other financial assets 388.31 - - 172.81 - - 34.34 - -
Total Financial Assets 2 218.62 1.10 - 750.49 1.10 - 540.06 1.10 -
Financial Liabilities
Borrowings 906.99 - - 3 083.76 - - 2 088.13 - -
Trade payables 479.93 - - 391.78 - - 449.98 - -
Other financial liabilities 491.53 - - 600.27 - - 342.27 - -
Total Financial Liabilities 1 878.45 - - 4 075.81 - - 2 880.38 - -

* Excluding investments in subsidiaries, joint control entities and associates measured at cost in accordance with Ind AS-27

Fair value hierarchy


The following section explains the judgments and estimates made in determining the fair values of the financial instruments that
are recognized and measured at fair value through profit or loss. To provide an indication about the reliability of the inputs used in
determining fair value, the Company has classified its financial investments into the three levels prescribed under the accounting
standard. An explanation of each level follows underneath the table.

B. Fair value hierarchy for assets


Financial assets measured at fair value at March 31, 2018
(` in Million)
Level 1 Level 2 Level 3 Total
Financial Assets
Investments
- Membership fees - - 1.10 1.10

Financial assets measured at fair value at March 31, 2017


(` in Million)
Level 1 Level 2 Level 3 Total
Financial Assets
Investments
- Membership fees - - 1.10 1.10

142 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Financial Statements


for the year ended March 31, 2018

Financial assets measured at fair value at April 1, 2016


(` in Million)
Level 1 Level 2 Level 3 Total
Financial Assets
Investments
- Membership fees - - 1.10 1.10

Notes:
Level 1 hierarchy includes financial instruments measured using quoted prices (unadjusted) in active market for identical assets that
the entity can access at the measurement date. This represents mutual funds that have price quoted by the respective mutual fund
houses and are valued using the closing Net asset value (NAV).
Level 2 hierarchy includes the fair value of financial instruments measured using quoted prices for identical or similar assets in
markets that are not active.
Level 3 if one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is
the case for unlisted compound instruments.
There are no transfers between any of these levels during the year. The Company’s policy is to recognize transfers into and transfers
out of fair value hierarchy levels as at the end of the reporting period.

C. Valuation techniques used to determine fair value


Specific valuation techniques used to value financial instruments include:
(i) The use of quoted market prices or mutual fund houses quotes (NAV) for such instruments. This is included in Level 1

D. Fair value of financial assets and liabilities measured at amortized cost


The Management has assessed that fair value of loans, trade receivables, cash and cash equivalents, other bank balances, other
financial assets and trade payables approximate their carrying amounts largely due to their short-term nature. Difference between
carrying amount of Bank deposits, other financial assets, borrowings and other financial liabilities subsequently measured at
amortised cost is not significant in each of the years presented.

For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.

Note 45: Financial risk management


The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management
framework. The board has established the Risk Management Committee, which is responsible for developing and monitoring the
Company’s risk management policies. The Committee holds regular meetings and report to board on its activities.

The Company’s risk management policies are established to identify and analyses the risks faced by the Company, to set appropriate
risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to
reflect changes in market conditions and the Company’s activities. The Company, through its training and management standards and
procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and
obligations.

The audit committee oversees how management monitors compliance with the Company’s risk management policies and procedures,
and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The audit committee is
assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and
procedures, the results of which are reported to the audit committee.

Annual Report 2017-18 143


Notes to the Financial Statements
for the year ended March 31, 2018

This note explains the sources of risk which the entity is exposed to and how the entity manages the risk.

Risk Exposure arising from Measurement Management of risk


Credit risk Cash and cash equivalents, trade Aging analysis Diversification of funds to bank deposits,
receivables, Financial assets Liquid funds and Regular monitoring of
measured at amortized cost. credit limits.
Liquidity risk Borrowings and other liabilities Rolling cash flow forecasts Availability of surplus cash, committed
credit lines and borrowing facilities

Market risk – foreign Recognized financial assets and Cash flow forecasting Sensitivity Regular monitoring to keep the net
exchange liabilities not denominated in analysis exposure at an acceptable level, with
Indian rupee (`) option of taking Forward Foreign
exchange contracts if deemed
necessary.
Price Risk Investments in mutual funds Credit ratings Portfolio diversification and regular
monitoring

(a) Credit risk


Credit risk is the risk of financial loss to the company if a customer, or counterparty to a financial instrument fails to meet its
contractual obligations. The company is exposed to the credit risk from its trade receivables, unbilled revenue, investments, cash and
cash equivalents, bank deposits and other financial assets. The maximum exposure to credit risk is equal to the carrying value of the
financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets.

Trade and other receivables


Trade receivables comprise a widespread customer base. Management evaluates credit risk relating to customers on an ongoing
basis. If customers are independently rated, these ratings are used. Otherwise, if there is no independent rating, risk control assesses
the credit quality of the customer, taking into account its financial position, past experience and other factors. Individual risk limits
are set for patients without medical aid insurance. Services to customers without medical aid insurance are settled in cash or using
major credit cards on discharge date as far as possible. Credit Guarantees insurance is not purchased. The receivables are mainly
unsecured; the company does not hold any collateral or a guarantee as security. The provision details of the trade receivable are
provided in Note 15 of the financial statements.

For trade receivables, provision is provided by the company as per the below mentioned policy:
(` in Million)
Carrying
Gross carrying Expected credit Expected credit
Particulars amount of trade
amount (`) losses rate (%) losses (`)
receivable (`)
Considered Good
0 - 6 months 433.77 - - 433.77
6 months - 1 year 83.04 - - 83.04
More than 1 year 87.30 3% 2.62 84.68
Total 604.11 2.62 601.49
Considered Doubtful 3.79 100% 3.79 -
Total 607.90 6.41 601.49

144 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Financial Statements


for the year ended March 31, 2018

Reconciliation of loss allowance provision


Trade receivables
Particulars ` in Million
Loss allowance as on April 1, 2016 -
Changes in loss allowance 3.80
Loss allowance as on March 31, 2017 3.80
Changes in loss allowance 2.61
Loss allowance as on March 31, 2018 6.41

Cash and Cash Equivalents


Credit risk on cash and cash equivalents and other deposits with banks is limited as the Company generally invests in deposits with
banks with high credit ratings assigned by external credit rating agencies; accordingly the Company considers that the related credit
risk is low. Impairment on these items is measured on the 12-month expected credit loss basis.

(b) Liquidity risk


Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities
that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as
possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions,
without incurring unacceptable losses or risking damage to the Company’s reputation.

The Company’s treasury maintains flexibility in funding by maintaining liquidity through investments in liquid funds and other
committed credit lines. Management monitors rolling forecasts of the group’s liquidity position (comprising the undrawn borrowing
facilities below) and cash and cash equivalents on the basis of expected cash flows.

Financing arrangements
The working capital position of the Company is given below:
(` in Million)
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Cash and cash equivalents 108.83 115.82 82.64

Liquidity Table
The Company’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods is given
below. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on
which the Company can be required to pay. The tables include both interest and principal cash flows. The contractual maturity is
based on the earliest date on which the Company may be required to pay.

As at March 31, 2018


(` in Million)
Less than
Financial Liabilities
1 year 2-5 years 5 years and above
Non-current financial liabilities
Borrowings^ 225.49 481.73 269.17
225.49 481.73 269.17

Annual Report 2017-18 145


Notes to the Financial Statements
for the year ended March 31, 2018

(` in Million)
Less than
Financial Liabilities
1 year 2-5 years 5 years and above
Current financial liabilities
Borrowings from Banks 157.16 - -
Trade payables 479.93 - -
637.09 - -
Total financial liabilities 862.58 481.73 269.17
^ Borrowings are disclosed net of processing charges.

As at March 31, 2017


(` in Million)
Less than
Financial Liabilities
1 year 2-5 years 5 years and above
Non-current financial liabilities
Borrowings^ 164.42 1 865.68 988.37
164.42 1 865.68 988.37
Current financial liabilities
Borrowings from Banks 229.72 - -
Trade payables 391.78 - -
621.50 - -
Total financial liabilities 785.92 1 865.68 988.37
^ Borrowings are disclosed net of processing charges.

As at April 1, 2016
(` in Million)
Less than
Financial Liabilities
1 year 2-5 years 5 years and above
Non-current financial liabilities
Borrowings^ 103.82 1 313.58 709.77
103.82 1 313.58 709.77
Current financial liabilities
Borrowings from Banks 64.78 - -
Trade payables 449.98 - -
514.76 - -
Total financial liabilities 618.58 1 313.58 709.77

^ Borrowings are disclosed net of processing charges.


(c) Market Risk
Market risk is the risk arising from changes in market prices – such as foreign exchange rates and interest rates – will affect the
Company’s income or the value of its holdings of financial instruments. Market risk is attributable to all market risk sensitive financial
instruments including foreign currency receivables and payables and long term debt. The Company is exposed to market risk
primarily related to foreign exchange rate risk, interest rate risk and the market value of the investments. Thus, the exposure to
market risk is a function of investing and borrowing activities and revenue generating and operating activities in foreign currency.

146 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Financial Statements


for the year ended March 31, 2018

(i) Currency Risk


The Company is exposed to currency risk on account of foreign currency transactions including recognized assets and liabilities
denominated in a currency that is not the Company’s functional currency (`), primarily in respect of US$, and Euro. The Company
ensures that the net exposure is kept to an acceptable level and is remain a net foreign exchange earner.

Exposure to currency risk


The currency profile of financial assets and financial liabilities are given below:

(Amount in Million)
As at March 31, 2018 As at March 31, 2017 As at April 1, 2016
Financial Assets
Amount Amount (`) Amount Amount (`) Amount Amount (`)
Trade receivables USD 0.12 8.35 USD 0.04 2.70 USD 0.19 12.33
Total-Financial assets 8.35 2.70 12.33
Financial liabilities
Borrowings USD 20.01 130.26 USD 9.23 598.56 USD 11.05 732.71
Euro 0.77 62.36 Euro 0.96 66.52 Euro 0.61 45.53
Total financial liabilities 192.62 665.08 778.24

Sensitivity Analysis
Any change with respect to strengthening (weakening) of the Indian Rupee against various currencies as at March 31, 2018
and March 31, 2017 would have affected the measurement of financial instruments denominated in respective currencies
and affected equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular
interest rates.

(` in Million)
Profit or Loss Profit or Loss
Particulars March 31, 2018 March 31, 2017
Strengthening Weakening Strengthening Weakening
USD (Increase/decrease by 1%, March 31, 1.22 (1.22) 20.86 (20.86)
2017-3.5%)
Euro (Increase/decrease by 5%, March 31, 3.12 (3.12) 2.32 (2.32)
2017-3.5%)
Total 4.34 (4.34) 23.18 (23.18)

(ii) Interest rate risk


Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s
debt obligations with floating interest rates and investments

Most of the Company’s borrowings are on a floating rate of interest. The Company has exposure to interest rate risk, arising
principally on changes in Marginal Cost of Funds based Lending Rate (MCLR). The Company uses a mix of interest rate sensitive
financial instruments to manage the liquidity and fund requirements for its day to day operations like short term credit lines
besides internal accruals.

Annual Report 2017-18 147


Notes to the Financial Statements
for the year ended March 31, 2018

The exposures of the Company’s financial assets / liabilities at the end of the reporting period are as follows:
(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Fixed rate borrowings 4.32 7.27 3.51
Floating rate borrowings 969.12 2539.23 1857.45
973.44 2546.50 1860.96

Interest rate risk sensitivity:


The below mentioned sensitivity analysis is based on the exposure to interest rates for floating rate borrowings. For this it is
assumed that the amount of the floating rate liability outstanding at the end of the reporting period was outstanding for the
whole year. If interest rate had been 50 basis points higher or lower, other variables being held constant, following is the impact
on profit.
(` in Million)
March 31, 2018 March 31, 2017
Impact on profit – increase in 50 basis points (4.85) (12.70)
Impact on profit – decrease in 50 basis points 4.85 12.70

(iii) Price Risk


Exposure
The Company’s exposure to securities price risk arises from investments held in mutual funds and classified in the balance sheet
at fair value through profit or loss. To manage its price risk arising from such investments, the Company diversifies its portfolio.
Further these are all debt base securities for which the exposure is primarily on account of interest rate risk. Quotes (NAV) of
these investments are available from the mutual fund houses.

Profit for the year would increase/decrease as a result of gains/losses on these securities classified as at fair value through profit
or loss.

Note 46: Leasing arrangements: The Company being a lessee


Operating lease arrangements
The Company has entered into operating lease arrangements for land and premises. The leases are non-cancellable and are for a period of
5 to 30 years and may be renewed for a further period, based on mutual agreement of the parties.

Payments recognised as an expense in Note 36


(` in Million)
March 31, 2018 March 31, 2017
Minimum lease payments 1.45 0.94

148 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Financial Statements


for the year ended March 31, 2018

Non-cancellable operating lease commitments


(` in Million)
March 31, 2018 March 31, 2017 April 1, 2016
Not later than 1 year 1.42 1.59 0.90
Later than 1 year and not later than 5 years 1.00 2.42 4.42
Later than 5 years - - -
2.42 4.01 5.32

Note 47: Reconciliation between previous GAAP and Ind AS


Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tables
represent the reconciliations from previous GAAP to Ind AS.

Reconciliation of equity as on March 31, 2017


(` in Million)
Amount as per Effects of Amount as per
Reference
IGAAP* transition to Ind AS Ind AS
Notes INR INR INR
ASSETS
Non-current assets
Property, Plant and Equipment 1,2 3 112.02 8.35 3 120.37
Capital work-in progress 1 2 214.40 (7.38) 2 207.02
Goodwill - - -
Intangible Assets 1.61 - 1.61
Intangible assets under development 2.27 - 2.27
Financial Assets -
Investments 94.10 - 94.10
Loans - - -
Other Financial Assets 19.12 - 19.12
Deferred tax asset 3 243.24 (171.62) 71.62
Other non current assets 363.69 - 363.69
Current assets
Inventories 75.58 - 75.58
Financial assets
Investments 4.30 - 4.30
Trade Receivables 4 376.71 (42.13) 334.58
Cash and Cash Equivalents 115.82 - 115.82
Other Bank Balances 41.21 - 41.21
Loans 86.07 - 86.07
Other Financial Assets 4 161.59 (7.90) 153.69

Annual Report 2017-18 149


Notes to the Financial Statements
for the year ended March 31, 2018

(` in Million)
Amount as per Effects of Amount as per
Reference
IGAAP* transition to Ind AS Ind AS
Notes INR INR INR
Current Tax Assets (Net) 81.30 - 81.30
Other Current Assets 47.59 - 47.59
Assets classified as held for sale - - -
Total Assets 7041.62 (220.68) 6891.13
EQUITY AND LIABILITIES
Equity
Equity Share Capital 874.09 - 874.09
Other Equity 2 to 4 1 935.09 (223.75) 1711.34
Liabilities
Non-current Liabilities
Financial Liabilities
Borrowings 2 854.04 - 2 854.04
Other Financial Liabilities 22.47 - 22.47
Provisions 15.18 - 15.18
Other Non-current Liabilities 88.77 - 88.77
Current liabilities
Financial Liabilities
Borrowings 229.72 - 229.72
Trade Payables 388.72 3.06 391.78
Other Financial Liabilities 4 577.81 - 577.81
Other Current liabilities 43.51 - 43.51
Provisions 7.51 - 7.51
Current tax liabilities 3.71 - 3.71
Total Equity and Liabilities 7 040.62 (220.68) 6 819.94
* The previous GAAP figures have been reclassified to confirm to Ind AS presentation requirements for the purposes of this note.
1. Reference is invited to note 4.3 to the financial statements. Leasehold land with lease term of 99 years or more and renewable with
mutual consent are considered as finance leases with perpetual lease term and the same are not amortized with effect from April
1, 2016. Accordingly, for the amortization provided on such leasehold land during the year amounting to ` 7.38 Million have been
given effect in the value of Property, Plant and Equipment and corresponding effect has been given in Capital work in progress.
2. Prior period depreciation income (Net) amounting to ` 0.97 Million have been credited to profit and loss account against depreciation
expense and corresponding effects has been given in Property, Plant and Equipment.
3. Reference is invited to note 54 to the financial statements. In view of the same, deferred tax liability has been restated to the extent
of ` 171.62 Million.

4. Prior period adjustments have been given effect.

150 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Financial Statements


for the year ended March 31, 2018

Reconciliation of total equity as at March 31, 2017 and April 1, 2016


(` in Million)
As at As at
Notes
March 31, 2017 April 1, 2016
Total equity (Shareholders’ funds) under previous GAAP 2 806.45 2 137.64
(Including Share Application Money)
Ind AS adjustments:
Effect of amortised cost of financial liabilities - (14.54)
Prior period expenses (54.55) (23.76)
Prior period income 2.42 -
Share application money pending allotment 2.73 -
Deferred Tax adjustments (171.62) (11.70)
MAT Credit recognised - 190.00
2 585.43 2 277.64

Reconciliation of equity as on April 1, 2016


(` in Million)
Effects of
Amount as per Amount as per
Reference transition to Ind
IGAAP* Ind AS
AS
Notes INR INR INR
ASSETS
Non-current assets
Property, Plant and Equipment 2 3 086.73 (4.10) 3082.63
Capital work-in progress 817.77 4.10 821.87
Goodwill - - -
Intangible Assets 3.51 - 3.51
Intangible assets under development 0.06 - 0.06
Financial Assets - - -
Investments 93.97 - 93.97
Loans - - -
Other Financial Assets 12.50 - 12.50
Deferred tax asset 1 (7.86) 178.31 170.45
Other non current assets 275.30 - 275.30
Current assets
Inventories 73.37 - 73.37
Financial assets - - -
Investments - - -
Trade Receivables 2 306.69 (21.24) 285.45

Annual Report 2017-18 151


Notes to the Financial Statements
for the year ended March 31, 2018

(` in Million)
Effects of
Amount as per Amount as per
Reference transition to Ind
IGAAP* Ind AS
AS
Notes INR INR INR
Cash and Cash Equivalents 82.64 - 82.64
Other Bank Balances 70.96 - 70.96
Loans 66.67 - 66.67
Other Financial Assets 2 24.02 (2.17) 21.85
Current Tax Assets (Net) 91.31 - 91.31
Other Current Assets 48.09 - 48.09
Assets classified as held for sale - - -
Total Assets 5045.74 154.90 5 200.63
EQUITY AND LIABILITIES
Equity
Equity Share Capital 3 878.88 (5.33) 873.55
Other Equity 1 258.76 145.34 1404.10
Liabilities
Non-current Liabilities
Financial Liabilities
Borrowings 3 2 010.72 12.63 2 023.35
Other Financial Liabilities 29.46 - 29.46
Provisions 7.79 - 7.79
Other Non-current Liabilities - - -
Current liabilities
Financial Liabilities
Borrowings 64.78 - 64.78
Trade Payables 2 447.73 2.25 449.98
Other Financial Liabilities 312.81 - 312.81
Other Current liabilities 29.46 - 29.46
Provisions 1.63 - 1.63
Current tax liabilities 3.71 - 3.71
Total Equity and Liabilities 5045.73 1548.89 5200.63

* The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note.
1. Reference is invited to note 54 to the financial statements. In view of the same, deferred tax liability has been restated to the extent
of ` 11.70 Million and MAT credit amounting to ` 190.00 Million is recognised.
2. Prior period adjustments have been given effect.
3. Reference is invited to note 20.4 to the financial statements.

152 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Financial Statements


for the year ended March 31, 2018

Reconciliation of total comprehensive income for the period March 31, 2017
(` in Million)
Effects of
Amount as per Amount as per
Reference transition to Ind
IGAAP* Ind AS
AS
Notes INR INR INR
INCOME
Revenue from Operations 1 3 244.76 (20.89) 3 223.87
Other Income 1 63.02 (2.60) 60.42
Total Income 3307.78 (23.49) 3 284.29
EXPENSES
Operative and other expenses 1 1 822.44 (0.13) 1 822.31
Purchase of stock in trade 57.56 - 57.55
Changes in inventories (4.68) - (4.68)
Employee benefits expense 2 380.47 (3.58) 376.89
Finance Cost 1 94.06 8.09 102.15
Depreciation and Amortization 1 161.05 (0.97) 160.08
Other Expenses 1 250.61 (0.82) 249.80
Total expenses 2761.51 2.59 2764.10
Profit before exceptional items and tax 546.27 (26.08) 520.19
Exceptional Items - - -
Profit Before Tax 546.27 (26.08) 520.19
Tax expense
Current tax 116.50 - 116.50
Deferred tax 3 (251.09) 351.17 100.08
Total tax expense (134.59) 351.17 216.58
Profit for the year from continuing operations 680.86 (377.24) 303.61
Other comprehensive income
Items that will not be reclassified to profit or loss
Re-measurement of the defined benefit plans 2 - (3.58) (3.58)
Tax relating to re-measurement of the defined 3 - 1.24 1.24
benefit plans
- (2.34) (2.34)
Total comprehensive income for the year, 680.86 (379.59) 301.27
net of tax
* The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note.
1. Prior period adjustments have been given effect.
2. Being actuarial gains / (losses) have been reclassified to other comprehensive income.
3. Reference is invited to note 54 to the financial statements. In view of the same, deferred tax liability has been restated to the extent
of ` 159.92 Million MAT credit had been carried to earlier years amounting to ` 190.00 Million. Further deferred tax liability is created
on reclassification of actuarial gains and losses amounting to ` 1.24 Million.

Annual Report 2017-18 153


Notes to the Financial Statements
for the year ended March 31, 2018

Note 48: Regulation 34(3) read with para A of Schedule V to Securities And Exchange Board of India
(Listing Obligations And Disclosures Requirements) Regulations, 2015:
(` in Million)
March 31, 2018 March 31, 2017 April 1, 2016
Loans and advances in the nature of loans to subsidiaries
Advance to Subsidiary – Vrundavan Shalby Hospitals Limited
Balance at the year end 77.69 29.92 29.92
Maximum amount outstanding at any time during the year - - -
Advance to Subsidiary – Shalby Kenya Limited
Balance at the year end - - -
Maximum amount outstanding at any time during the year - - -

Note 49: Due to Micro, Small and Medium Enterprise and confirmations
(a) Due to Micro, Small and Medium Enterprise
(` in Million)
Sr.
March 31, 2018 March 31, 2017
No.
1 Principal amount and interest due thereon remaining unpaid to any supplier NIL NIL
as at the end of each accounting year.
2 The amount of interest paid by the buyer in terms of section 16, of the NIL NIL
Micro Small and Medium Enterprise Development Act, 2006 along with the
amounts of the payment made to the supplier beyond the appointed day
during each accounting year.
3 The amount of interest due and payable for the period of delay in making NIL NIL
payment (which have been paid but beyond the appointed day during
the year) but without adding the interest specified under Micro Small and
Medium Enterprise Development Act, 2006.
4 The amount of interest accrued and remaining unpaid at the end of each NIL NIL
accounting year; and
5 The amount of further interest remaining due and payable even in the NIL NIL
succeeding years, until such date when the interest dues as above are
actually paid to the small enterprise for the purpose of disallowance as a
deductible expenditure under section 23 of the MSMED Act 2006.

The company has initiated the process of obtaining confirmation from suppliers who have registered themselves under the Micro,
Small and Medium Enterprises Development Act, 2006 (MSMED Act, 2006). The above mentioned information has been compiled to
the extent of responses received by the company from its suppliers with regard to their registration under Micro, Small and Medium
Enterprises Development Act, 2006 (MSMED Act, 2006).

(b) Confirmations
The company has circulated letters of Balance Confirmation to Sundry Debtors, Sundry Creditors and the parties to whom loans and
advances have been granted. Confirmations were received in some cases.

154 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Financial Statements


for the year ended March 31, 2018

Note 50: Corporate social Responsibility


(a) Gross amount required to spend by the company:
(` in Million)
March 31, 2018 March 31, 2017
Opening unspent Amount 24.08 14.55
Amount required to be spent 9.38 9.53
Amount spent during the year - -
Closing Unspent amount 33.46 24.08

(b) The amount spent during the period / year on:


Sr. Yet to be paid in
Particulars In cash / cheque Total (`)
No. cash / cheque
(i) Construction / acquisition of any assets - - -
(ii) On purposes other than (i) above. - - -

Note 51: Expenditures / Earnings in foreign currency


(` in Million)
Sr.
March 31, 2018 March 31, 2017
No.
A Import on CIF
- Capital Goods and Components 26.84 309.35
B Expenses in Foreign Currency
- Currency Swap Loss 1.01 10.28
- Interest 8.08 25.76
- Travelling 1.24 5.11
- Advertisement and Business Promotion 0.21 0.79
- Salary 0.55 0.19
- Doctor Fees (Follow Fees) 0.26 -
- Legal and Professional Fees 0.36 -
- Others 0.12 1.41
C Remittances in Foreign Currency
- Dividend - -
D Earnings in Foreign Currency
- Export of Services 134.75 139.00

Annual Report 2017-18 155


Notes to the Financial Statements
for the year ended March 31, 2018

Note 52 : IPO disclosure


The Company during the financial year 2017-18, has made an Initial Public Offer (IPO) of ` 5,048 Million, comprising of fresh issue of ` 4,800
Million and offer for sale of ` 248 Million by one of the promoters.

The net proceeds of ` 4,564.28 (net off issue related expenses) have been utilized in the following manner:
(` in Million)
Funds raised Utilized up to Unutilized
from IPO March 31,2018 as at March 31,2018
Repayment of prepayment in full or in part of certain loans 3,000.00 3,000.00 -
availed by the Company
Purchase of Medical equipments for existing, recently set up and 635.80 147.22 488.58
upcoming hospitals
Purchase of interior, furniture and allied infrastructure for 111.84 - 111.84
upcoming hospitals
General Corporate purposes 816.64 426.69 389.95
Net Proceeds of the Issue 4,564.28 3,573.91 990.37*
Issue Expenses
(net off recovery from promoters) 235.72 232.53 3.19
Gross Proceeds 4,800.00 3,806.44 993.56

*Unutilized amount of net issue proceeds of ` 990.37 million have been invested as Bank Fixed Deposit.

The Company has incurred ` 245.20 Mn. (exclusive of recovery from promoters) towards the offer related expenses as tabulated below.
These expenses have been incurred in connection with raising of fresh equity capital and the same has been appropriated out of “Securities
Premium Account”. However, for Income Tax purpose the same will be claimed in five equal installments under section 35D of Income Tax
Act, 1961.

Sr.
` in Million
No.
1 Payment to BRLMs (including brokerage, selling commission, and Bidding fees) 111.56
2 Brokerage and selling commission, processing / uploading charges to Syndicate Members, RTAs and CDPs; 17.28
Processing / uploading charges for Registered Brokers; Commission and processing fees for SCSBs(2)(4)
3 Fees to the Registrar to the Offer 0.23
4 SEBI, BSE, and NSE processing fees, other regulatory expenses and listing fees 20.82
5 Printing and stationery expenses 6.04
6 Advertising, Publicity and Miscellaneous expenses 89.27
Total Expense 245.20

156 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Financial Statements


for the year ended March 31, 2018

Note 53: Un-hedged Foreign Currency Exposure


The company does not enter into forward exchange contracts to hedge against its foreign currency exposures relating to the underlying
transactions and firm commitments. The company does not enter into any derivative instruments for trading or speculative purposes.

The foreign currency exposure not hedged as at March 31, 2018 are as under:
(Amount in Million)
Payable (In Foreign Receivable (In Foreign Receivable (In Indian
Payable (In Indian Rupee)
Currency) Currency) Rupee)
Currency
As at March As at March As at March As at March As at March As at March As at March As at March
31, 2018 31, 2017 31, 2018 31, 2017 31, 2018 31, 2017 31, 2018 31, 2017
USD 2.01 9.23 0.12 0.04 130.26 598.56 8.35 2.70
EUR 0.77 0.96 - 62.36 66.52 - -

Note 54: MAT Credit Entitlement and Deferred Tax assets / Liabilities
During the financial year ending on March 31, 2017, the Company recognized MAT credit entitlement aggregate amounting to ` 300.03
million in respect of financial year 2016-17 and also in respect of earlier financial years. The Company while compiling the financial
statements for the year under review in accordance with the provisions of Ind AS has restated the amounts of MAT credit entitlement
under the respective financial years in order to normalize the tax impact.

Similarly, the Company has also restated the amounts of Deferred Tax recognized during the financial year under review, under respective
financial years in order to normalize the tax impact.

Note 55: Statement of Management


(a) The non current financial assets, current financial assets and other current assets are good and recoverable and are approximately
of the values, if realized in the ordinary courses of business unless and to the extent stated otherwise in the Accounts. Provision for
all known liabilities is adequate and not in excess of amount reasonably necessary. There are no contingent liabilities except those
stated in the notes.

(b) Balance Sheet, Statement of Profit and Loss, cash flow statement and change in equity read together with Notes to the accounts
thereon, are drawn up so as to disclose the information required under the Companies Act, 2013 as well as give a true and fair
view of the statement of affairs of the Company as at the end of the year and financial performance of the Company for the year
under review.

Note 56: The figures for the previous year have been regrouped / reclassified, wherever necessary, to make them comparable with the
figures for the current year. Figures are rounded off to nearest millions.

For G. K. CHOKSI & CO. For and on behalf of the Board


[Firm Registration No. 101895W] DR. VIKRAM I. SHAH SHYAMAL S. JOSHI RAVI S. BHANDARI
Chartered Accountants Chairman & Managing Director Director Chief Executive Officer
DIN: 00011653 DIN: 00005766
J. D. PATEL
Partner S L KOTHARI JAYESH R. PATEL
Mem. No. 32780 Chief Financial Officer Company Secretary
Place : Ahmedabad Place : Ahmedabad
Date : May 7, 2018 Date : May 7, 2018

Annual Report 2017-18 157


Independent Auditor’s Report
To, Auditor’s Responsibility
The Members, Our responsibility is to express an opinion on these Consolidated
SHALBY LIMITED, Ind AS financial statements based on our audit.
Ahmedabad.
We have taken into account the provisions of the Act, the
Report on the Consolidated Ind AS Financial accounting and auditing standards and matters which are required
Statements to be included in the audit report under the provisions of the Act
We have audited the accompanying Consolidated Ind AS financial and the Rules made thereunder.
statements of SHALBY LIMITED (“the Parent Company”) and its
Subsidiaries (the Parent and its subsidiaries together referred as We conducted our audit in accordance with the Standards
“the Group”), which comprise the Consolidated Balance Sheet on Auditing specified under Section 143(10) of the Act. Those
as at March 31, 2018, the Consolidated Statement of Profit and Standards require that we comply with ethical requirements and
Loss (including other comprehensive income), the Consolidated plan and perform the audit to obtain reasonable assurance about
Statement of Cash Flows and the Consolidated Statement of whether the Consolidated Ind AS financial statements are free
Change in Equity for the year then ended and a summary of from material misstatement.
significant accounting policies and other explanatory information
(hereinafter referred to as “Consolidated Ind AS financial An audit involves performing procedures to obtain audit evidence
statements”). about the amounts and disclosures in the Consolidated Ind
AS financial statements. The procedures selected depend on
Management’s Responsibility for the Consolidated the auditor’s judgment, including the assessment of the risks
Ind AS Financial Statements of material misstatement of the Consolidated Ind AS financial
The Parent Company’s Board of Directors is responsible for the statements, whether due to fraud or error. In making those risk
preparation and presentation of these Consolidated Ind AS financial assessments, the auditor considers internal financial control
statements that give a true and fair view of the consolidated relevant to the Parent Company’s preparation of the Consolidated
financial position, consolidated financial performance including Ind AS financial statements that give true and fair view in order to
other comprehensive income, consolidated cash flows and design audit procedures that are appropriate in the circumstances.
changes in equity of the Group in accordance with the accounting An audit also includes evaluating the appropriateness of
principles generally accepted in India, including the Indian accounting policies used and the reasonableness of the accounting
Accounting Standards (Ind AS) prescribed under Section 133 of estimates made by Parent Company’s Board of Directors, as well
the Act, read with relevant Rules issued thereunder. as evaluating the overall presentation of the Consolidated Ind AS
financial statements.
This respective Board of Directors of the companies included
in the Group are responsible for maintenance of adequate We believe that the audit evidence we have obtained is sufficient
accounting records in accordance with the provision of the Act for and appropriate to provide a basis for our audit opinion on
safeguarding the assets of the Group for preventing and detecting Consolidated Ind AS financial statements
frauds and other irregularities; selection and application of
appropriate accounting policies; making judgments and estimates Opinion
that are reasonable and prudent; and design, implementation and In our opinion and to the best of our information and according
maintenance of adequate internal financial controls, that were to the explanations given to us, the aforesaid Consolidated Ind AS
operating effectively for ensuring the accuracy and completeness financial statements give the information required by the Act in the
of the accounting records, relevant to the preparation and manner so required and give a true and fair view in conformity with
presentation of the Consolidated Ind AS financial statements that the accounting principles generally accepted in India including Ind
give a true and fair view and are free from material misstatement, AS, of the Consolidated financial position of the Group as at March
whether due to fraud or error, which have been used for the 31, 2018 and its consolidated financial performance including
purpose of preparation of the consolidated Ind AS financial other comprehensive income, its consolidated cash flows and the
statements by the Directors of the Parent Company, as aforesaid. consolidated changes in equity for the year ended on that date.

158 Shalby Multi-Specialty HospitalS


Financial Statements

Emphasis of Matters (b) In our opinion, proper books of account as required by law
We draw your attention to Note 20 with regard to preparation of relating to preparation of the aforesaid consolidated Ind AS
the Ind AS financial statements of one the Subsidiary companies. financial Statements have been kept so far as it appears from
i.e. Vrundavan Shalby Hospitals Limited (“Such subsidiary company”) our examination of those books.
on the assumption that the Such subsidiary company is no longer (c) The consolidated Balance Sheet, the Consolidated Statement
a going concern in view of the resolution passed by the Board of of Profit and Loss, the Consolidated Statement of Cash Flows
Directors of such subsidiary company on January 9, 2018 resolving and Consolidated Statement of Changes in Equity dealt with
to cease the business operations with immediate effect at both by this Report are in agreement with the relevant books of
the hospitals located at Mapusa and Panjim since the same is account maintained for the purpose of preparation of the
financially not viable. consolidated Ind AS financial statements
Our opinion is not modified in respect of the said matter.
(d) In our opinion, the aforesaid Consolidated Ind AS financial
Other Matters statements comply with the India Accounting Standards
We did not audit financial statements of one subsidiary, whose specified under Section 133 of the Act, read with Rules issued
financial statements reflect total assets of ` 2.20 million as at thereunder.
March 31, 2018, total revenue of ` 0.74 million and net cash inflow
(e) 
On the basis of written representations received from
amounting to ` 0.48 million for the year ended on that date, as
the directors as on March 31, 2018 taken on record by the
considered in consolidated Ind AS financial statements. This
Board of Directors of the Parent Company and the report
financial statements have been audited by other auditor whose
of the statutory auditors of the its subsidiary companies
report has been furnished to us by the Management and our
incorporated in the India, none of the directors of Group
opinion on the consolidated Ind AS financial statements in so far
Companies is disqualified as on March 31, 2018 from being
as it relates to the amounts and disclosures included in respect of
appointed as a director in terms of Section 164(2) of the Act.
this subsidiary, and our report in terms of clause (i) of sub sections
(3) of section 143 of the Act, in so far as it relates to the aforesaid (f ) With respect to the adequacy of the internal financial controls
subsidiary are based solely on the reports of the other auditor. over financial reporting of the Company and the operating
effectiveness of such controls, refer to our separate report in
We did not audit financial statements of one subsidiary, whose Ind
“Annexure A”, which is based on the auditors’ reports of the
AS financial statements reflect total assets of ` 20.05 million as at
Parent Company and subsidiary companies incorporated in
March 31, 2018, total revenue of ` 0.54 million and net cash inflow
India.
amounting to ` NIL for the year ended on that date, as considered
in consolidated Ind AS financial statements. This Ind AS financial (g) With respect to the other matters to be included in the
statements have been unaudited and have been furnished to us Auditor’s Report in accordance with Rule 11 of the Companies
by the Management and our opinion on the consolidated Ind (Audit and Auditors) Rules, 2014 in our opinion and to the
AS financial statements in so far as it relates to the amounts and best of our information and according to the explanations
disclosures included in respect of this subsidiary, and our report in given to us :
terms of clause (i) of sub sections (3) of section 143 of the Act, in so
(i) The Consolidated Ind AS financial statements disclose
far as it relates to the aforesaid subsidiary are based solely on such
impact of pending litigations on its Consolidated
unaudited Ind AS financial Statements.
financial position of the Group - Refer note 39 to the
Our opinion on the consolidated Ind AS financial statements, and Consolidated Ind AS financial statements.
our report on Other Legal and Regulatory Requirements below is
(ii) The Group did not have any material foreseeable loss
not modified in respect of the above matters with respect to our
on long-term contracts including derivatives contracts.
reliance on the work done and the reports of the other auditor and
Management. (iii) There were no amounts which were required to be
transferred to the Investor Education and Protection
Report on Other Legal and Regulatory
Fund by the Group.
Requirements
 FOR G. K. CHOKSI & CO.
As required by section 143(3) of the Act, based on our audit we
 [Firm Registration No. 101895W]
report that, to the extent applicable to, that:
 Chartered Accountants
(a) 
We have sought and obtained all the information and
explanations which to the best of our knowledge and belief  J. D. PATEL
were necessary for the purposes of our audit of the aforesaid Place : Ahmedabad  Partner
consolidated Ind AS financial statements. Date : May 7, 2018 Mem. No. 32780

Annual Report 2017-18 159


Annexure - A to the Independent Auditors’ Report of even date
on the Consolidated Ind AS financial Statements of SHALBY LIMITED

Report on the Internal Financial Controls under Clause (i) of ethical requirements and plan and perform the audit to obtain
Sub-section 3 of Section 143 of the Companies Act, 2013 reasonable assurance about whether adequate internal financial
(“the Act”) controls over financial reporting was established and maintained
and if such controls operated effectively in all material respects.
In Conjunction with our audit of the consolidated Ind AS financial
statements of the company as of end for the year ended March Our audit involves performing procedures to obtain audit evidence
31, 2018, we have audited the internal financial controls over about the adequacy of the internal financial controls system over
financial reporting SHALBY LIMITED (“the Parent Company”) and financial reporting and their operating effectiveness. Our audit
its subsidiary companies, which are companies incorporated in of internal financial controls over financial reporting included
India, as of that date. obtaining an understanding of internal financial controls over
financial reporting, assessing the risk that a material weakness
Management’s Responsibility for Internal exists, and testing and evaluating the design and operating
Financial Controls effectiveness of internal control based on the assessed risk. The
The respective Board of Directors of the Parent company and its procedures selected depend on the auditor’s judgment, including
subsidiary companies, which are companies incorporated in India, the assessment of the risks of material misstatement of the
responsible for establishing and maintaining internal financial Consolidated Ind AS financial statements, whether due to fraud or
controls based on the internal control over financial reporting error.
criteria established by the Company considering the essential
components of internal control stated in the Guidance Note We believe that the audit evidence we have obtained is sufficient
on Audit of Internal Financial Controls over Financial Reporting and appropriate to provide a basis for our audit opinion on
issued by the Institute of Chartered Accountants of India (‘ICAI’). internal financial controls system over financial reporting of Parent
These responsibilities include the design, implementation and Company and its subsidiary companies, which are companies
maintenance of adequate internal financial controls that were incorporated in India.
operating effectively for ensuring the orderly and efficient
conduct of its business, including adherence to company’s Meaning of Internal Financial Controls over
policies, the safeguarding of its assets, the prevention and Financial Reporting
detection of frauds and errors, the accuracy and completeness A company’s internal financial control over financial reporting is a
of the accounting records, and the timely preparation of reliable process designed to provide reasonable assurance regarding the
financial information, as required under the Companies Act, 2013. reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
Auditors’ Responsibility accepted accounting principles. A company’s internal financial
Our responsibility is to express an opinion on the Company’s control over financial reporting includes those policies and
internal financial controls over financial reporting to the Parent procedures that
Company and its subsidiary companies, which are companies
incorporated in India, based on our audit. We conducted our (1) pertain to the maintenance of records that, in reasonable
audit in accordance with the Guidance Note on Audit of Internal detail, accurately and fairly reflect the transactions and
Financial Controls over Financial Reporting (the “Guidance Note”) dispositions of the assets of the company;
and the Standards on Auditing, issued by ICAI and deemed to be (2) provide reasonable assurance that transactions are recorded
prescribed under section 143(10) of the Companies Act, 2013, to as necessary to permit preparation of financial statements in
the extent applicable to an audit of internal financial controls, accordance with generally accepted accounting principles,
both applicable to an audit of Internal Financial Controls and, both and that receipts and expenditures of the company are being
issued by the Institute of Chartered Accountants of India. Those made only in accordance with authorisations of management
Standards and the Guidance Note require that we comply with and directors of the company; and

160 Shalby Multi-Specialty HospitalS


Financial Statements

(3) provide reasonable assurance regarding prevention or timely material respects, an adequate internal financial controls system
detection of unauthorised acquisition, use, or disposition of over financial reporting and such internal financial controls over
the company’s assets that could have a material effect on the financial reporting were operating effectively as at March 31,
financial statements. 2018, based on the internal control over financial reporting criteria
established by the Company considering the essential components
Inherent Limitations of Internal Financial Controls of internal control stated in the Guidance Note on Audit of Internal
over Financial Reporting Financial Controls Over Financial Reporting issued by the Institute
Because of the inherent limitations of internal financial controls of Chartered Accountants of India.
over financial reporting, including the possibility of collusion
or improper management override of controls, material
misstatements due to error or fraud may occur and not be detected.
Also, projections of any evaluation of the internal financial controls
over financial reporting to future periods are subject to the risk that
the internal financial control over financial reporting may become
inadequate because of changes in conditions, or that the degree  FOR G. K. CHOKSI & CO.
of compliance with the policies or procedures may deteriorate.  [Firm Registration No. 101895W]
 Chartered Accountants
Opinion
In our opinion, to the best of our information and according to the  J. D. PATEL
explanations given to us, the parent Company and its subsidiary Place : Ahmedabad  Partner
companies, which are companies incorporated in India, have, in all Date : May 7, 2018 Mem. No. 32780

Annual Report 2017-18 161


Consolidated Balance Sheet
as at March 31, 2018
(` in Million)
As at As at As at
Note No.
March 31, 2018 March 31, 2017 April 1, 2016
ASSETS
Non-Current Assets
Property, Plant and Equipment 6 6 398.73 3 208.85 3 177.83
Capital work-in progress 7 464.03 2 207.03 821.87
Goodwill 101.55 19.58 19.58
Other Intangible assets 8 2.96 1.66 3.68
Intangible assets under development 9 3.82 2.27 0.06
Financial Assets
Investments 10 1.10 1.10 1.10
Other Financial Assets 11 229.42 19.17 12.66
Deferred Tax assets (Net) 12 113.36 71.70 170.85
Other non current assets 13 74.79 363.69 275.30
7 389.76 5 895.05 4 482.93
Current Assets
Inventories 14 120.53 76.47 74.89
Financial assets
Trade receivables 15 606.45 336.31 292.77
Cash and cash equivalents 16 116.69 116.97 89.15
Other Bank Balances 17 1 042.29 41.53 71.76
Loans 18 - 56.15 33.44
Other Financial Assets 11 129.05 130.44 7.26
Current tax assets (Net) 19 104.06 84.50 97.75
Other Current Assets 13 115.95 47.69 48.44
2 235.02 890.06 715.46
Assets classified as held for sale 20 71.51 - -
2 306.53 890.06 715.46
Total Assets: 9 696.29 6 785.11 5 198.39
EQUITY AND LIABILITIES
Equity
Equity Share Capital 21 1 080.10 874.09 873.55
Other Equity 22 6 534.34 1 639.96 1 339.46
7 614.44 2 514.05 2 213.01
Non-Controlling Interest 0.58 (6.22) 3.69
7 615.02 2 507.83 2 216.70
Liabilities
Non-Current Liabilities
Financial Liabilities
Borrowings 23 749.82 2 854.04 2 023.35
Other Financial Liabilities 24 46.23 22.47 29.46
Provisions 25 13.71 15.18 8.96
Deferred tax liabilities (Net) 12 0.01 0.01 1.67
Other Non-current Liabilities 26 128.41 88.78 -
938.18 2 980.48 2 063.44
Current Liabilities
Financial Liabilities
Borrowings 23 157.16 260.67 93.18
Trade Payables 27 478.45 392.31 468.62
Other Financial Liabilities 24 445.30 588.56 320.21
Other Current liabilities 26 49.12 44.04 30.79
Provisions 25 6.05 7.51 1.74
Current tax liabilities 28 5.04 3.71 3.71
1 141.12 1 296.80 918.25
Liabilities directly associated with assets classified as held for sale 20 1.97 - -
1 143.09 1 296.80 918.25
Total Equity and Liabilities: 9 696.29 6 785.11 5 198.39
The accompanying notes are an integral part of the consolidated financial statements.
As per our report of even date attached

For G. K. CHOKSI & CO. For and on behalf of the Board


[Firm Registration No. 101895W] DR. VIKRAM I. SHAH SHYAMAL S. JOSHI RAVI S. BHANDARI
Chartered Accountants Chairman & Managing Director Director Chief Executive Officer
DIN: 00011653 DIN: 00005766
J. D. PATEL
Partner S L KOTHARI JAYESH R. PATEL
Mem. No. 32780 Chief Financial Officer Company Secretary
Place : Ahmedabad Place : Ahmedabad
Date : May 7, 2018 Date : May 7, 2018

162 Shalby Multi-Specialty HospitalS


Financial Statements

Consolidated Statement of Profit and Loss


for the year ended March 31, 2018
(` in Million)
Note No. March 31, 2018 March 31, 2017
INCOME
Revenue from Operations 29 3 832.31 3 237.66
Other Income 30 90.93 67.45
Total Income: 3 923.24 3 305.11
EXPENSES
Operative expenses 31 1 827.89 1 514.54
Purchase of stock in trade 32 396.75 366.96
Changes in inventories 33 (8.04) (4.67)
Employee benefits expense 34 450.80 388.98
Finance Cost 35 123.56 106.02
Depreciation and Amortization 36 228.57 167.02
Other Expenses 37 330.97 261.29
Total Expenses: 3 350.50 2 800.14
Profit before exceptional items and tax 572.74 504.97
Exceptional Items - -
Profit Before Tax 572.74 504.97
Tax Expense 12
Current tax 103.84 119.22
Deferred tax 41.75 98.73
Total Tax Expense: 145.59 217.95
Profit for the year from continuing operations 427.15 287.02
Other comprehensive income
Items that will not be reclassified to profit or loss
Remeasurement of the defined benefit plans 4.19 (3.58)
Tax relating to remeasurement of the defined benefit plans (1.45) 1.24
Items that will be reclassified to profit or loss
Loss arising from translating the financial statement of foreign operation 0.07 (0.06)
Tax relating to Loss arising from translating the financial statement of foreign operation - -
2.81 (2.40)
Total comprehensive income for the year, net of tax 429.96 284.62
Profit for the year attributable to
Shareholders of the Company 429.23 296.93
Non-Controlling Interest (2.08) (9.91)
427.15 287.02
Other comprehensive income attributable to
Shareholders of the Company 2.81 (2.40)
Non-Controlling Interest - -
2.81 (2.40)
Total comprehensive income for the year attributable to
Shareholders of the Company 432.04 294.53
Non-Controlling Interest (2.08) (9.91)
429.96 284.62
Earning per Equity Share 38
Basic 2.85 3.40
Diluted 2.85 3.40
The accompanying notes are an integral part of the consolidated financial statements.
As per our report of even date attached

For G. K. CHOKSI & CO. For and on behalf of the Board


[Firm Registration No. 101895W] DR. VIKRAM I. SHAH SHYAMAL S. JOSHI RAVI S. BHANDARI
Chartered Accountants Chairman & Managing Director Director Chief Executive Officer
DIN: 00011653 DIN: 00005766
J. D. PATEL
Partner S L KOTHARI JAYESH R. PATEL
Mem. No. 32780 Chief Financial Officer Company Secretary
Place : Ahmedabad Place : Ahmedabad
Date : May 7, 2018 Date : May 7, 2018

Annual Report 2017-18 163


Consolidated Statement of Cash Flows
for the year ended March 31, 2018

(` in Million)
March 31, 2018 March 31, 2017
A. Cash flow from operating activities
Profit/(Loss) for the year before taxation 572.74 504.97
Adjustments for
Depreciation and amortisation 228.57 167.02
Finance cost 123.56 106.02
Interest Income from financial assets measured at amortised cost (28.40) (18.02)
Profit on sale of assets (Net) (0.06) (2.33)
Fixed assets written off 1.17 0.17
Impairment of Assets 7.10 -
Provision for Bad & Doubtful Debts 2.62 8.29
Foreign Currency Translation Reserve 0.07 (0.06)
Operating profit before working capital changes 907.37 766.06
Adjustments for Changes in Working Capital
Decrease / (Increase) in Inventories (43.51) (1.58)
Decrease / (Increase) in Trade receivables (272.76) (51.83)
Decrease / (Increase) in Other Non current financial assets (210.21) (6.63)
Decrease / (Increase) in Other current financial asset 11.37 (123.01)
Decrease / (Increase) in Other non current asset (82.48) (88.39)
Decrease / (Increase) in Other current assets (68.60) 0.75
Decrease / (Increase) in Loan 56.15 (22.71)
Increase / (Decrease) in Trade payables 87.61 (76.31)
Increase / (Decrease) in Provisions 0.09 8.41
Increase / (Decrease) in Other Non current financial liabilities 23.76 (6.99)
Increase / (Decrease) in Other current financial liabilities (189.32) 210.63
Increase / (Decrease) in Other Non current liabilities 39.63 88.78
Increase / (Decrease) in Other current liabilities 5.58 13.25
Cash generated from operations 264.69 710.43
Direct taxes Refund/(paid) (125.35) (105.97)
Net Cash from Operating Activities [A] 139.34 604.46
B. Cash flow from investing activities
Purchase of property, plant and equipment / Intangible assets (1383.59) (1 581.23)
Other Bank Balance (1 001.24) 30.23
Interest received 19.75 17.97
Net Cash from / (used in) investing activities [B] (2365.08) (1 533.03)

164 Shalby Multi-Specialty HospitalS


Financial Statements

Consolidated Statement of Cash Flows


for the year ended March 31, 2018

(` in Million)
March 31, 2018 March 31, 2017
C. Cash flow from financing activities
Proceeds from issued / allotment of shares 203.28 0.54
Securities premium received 4 681.21 3.24
Proceeds from borrowings (2 286.95) 998.18
Payment for acquisition of Non-controlling Interest in Subsidiary Company (46.92) -
Share Issued Expenditure (245.20) -
Proceed from share application money pending allotment - 2.73
Interest paid (83.24) (48.30)
Net cash flow from financial activities [C] 2 222.19 956.39
Net Increase/(Decrease) in cash & cash equivalents [A+B+C] (3.55) 27.82
Cash and cash equivalents opening 116.97 89.15
Add: On account of Business Combination 3.67 -
Cash and cash equivalents closing 117.09 116.97
Components of Cash and cash equivalent
Balances with scheduled banks 69.39 52.28
Fixed Deposits with maturity less than 3 months 38.90 48.74
Cash in hand 8.40 15.95
Cash and cash equivalents classified as held for sale 0.40 -
117.09 116.97
Explanatory Notes to Cash Flow Statement
1 The Statement of Cash Flow is prepared by using indirect method in accordance with the format prescribed by Indian Accounting
Standard 7.
2 In Part A of the Cash Flow Statements, figures in brackets indicates deductions made from the net profit for deriving the cash flow
from operating activities. In part B & part C, figures in brackets indicates cash outflows.
3 Figures of the previous year have been regrouped wherever necessary, to confirm to current years presentation.
As per our report of even date attached

For G. K. CHOKSI & CO. For and on behalf of the Board


[Firm Registration No. 101895W] DR. VIKRAM I. SHAH SHYAMAL S. JOSHI RAVI S. BHANDARI
Chartered Accountants Chairman & Managing Director Director Chief Executive Officer
DIN: 00011653 DIN: 00005766
J. D. PATEL
Partner S L KOTHARI JAYESH R. PATEL
Mem. No. 32780 Chief Financial Officer Company Secretary
Place : Ahmedabad Place : Ahmedabad
Date : May 7, 2018 Date : May 7, 2018

Annual Report 2017-18 165


Consolidated Statement of changes in Equity
for the year ended March 31, 2018

166
A. Equity share capital
(` in Million)
As at April 1, 2016 873.55
Issue of Equity Share capital 0.54
As at March 31, 2017 874.09
Issue of Equity Share capital 206.01
As at March 31, 2018 1 080.10

B. Other equity
(` in Million)
Particulars Reserves and Surplus Equity Non- Total
Securities Capital Retained Share Capital Other attributable Controlling Equity
Premium Redemtion Earnings Application Reserve on Comprehensive to the Interest

Shalby Multi-Specialty HospitalS


Reserve Money Pending Consolidation Income shareholders
allotment of Company
Balance as at April 1, 2016 - - 1 330.28 - 9.18 - 1 339.46 3.69 1 343.15
Profit for the year - - 296.93 - - - 296.93 (9.91) 287.02
Received during the year 3.24 - - 2.73 - - 5.97 - 5.97
Addition during the year - 5.33 (5.33) - - - - - -
Other comprehensive income for the year - - - - - (2.40) (2.40) - (2.40)
Balance as at March 31, 2017 3.24 5.33 1 621.88 2.73 9.18 (2.40) 1 639.96 (6.22) 1 633.74
Profit for the year - - 429.23 - - - 429.23 (2.08) 427.15
Received during the year 4 681.21 - - - - - 4 681.21 - 4 681.21
Share Issue Expenses (Net of Taxes) (160.34) - - - - - (160.34) - (160.34)
Addition during the year - - - - - - - - -
Deduction during the year - - - (2.73) - - (2.73) - (2.73)
Adjustment on acquisition of Non-controlling - - (55.80) - - - (55.80) 8.88 (46.92)
Interest in Subsidiary Company
Other comprehensive income for the year - - - - - 2.81 2.81 - 2.81
Balance as at March 31, 2018 4 524.11 5.33 1 995.31 0.00 9.18 0.41 6 534.34 0.58 6 534.92

The accompanying notes are an integral part of the consolidated financial statements.
As per our report of even date
For G. K. CHOKSI & CO. For and on behalf of the Board
[Firm Registration No. 101895W] DR. VIKRAM I. SHAH SHYAMAL S. JOSHI RAVI S. BHANDARI
Chartered Accountants Chairman & Managing Director Director Chief Executive Officer
DIN: 00011653 DIN: 00005766
J. D. PATEL
Partner S L KOTHARI JAYESH R. PATEL
Mem. No. 32780 Chief Financial Officer Company Secretary
Place : Ahmedabad Place : Ahmedabad
Date : May 7, 2018 Date : May 7, 2018
Financial Statements

Notes to the Consolidated Financial Statements


for the year ended March 31, 2018

Note 1: Corporate Information statements. The date of transition to Ind AS is April 1, 2016. The
Shalby Limited (the Parent Company) is a company engaged in comparative figures in the Consolidated Balance Sheet as at March
healthcare delivery space and listed with bourses in India. The 31, 2017 and April 1, 2016 and Consolidated Statement of Profit
registered office of the Company is located at Opposite Karnavati and Loss and Consolidated Cash Flow Statement for the year
Club, Sarkhej Gandhinagar Highway, Near Prahladnagar Garden, ended March 31, 2017 have been restated accordingly. Accounting
Ahmedabad – 380 015. The company operates as a chain of multi- Policies have been consistently applied except where newly issued
specialty hospitals across India. The business of the company is accounting standard is initially adopted or revision to the existing
to offer tertiary and quaternary healthcare services to patients standards requires a change in the accounting policy hitherto
in various areas of specialization such as orthopedics, complex in use. Management evaluates all recently issued or revised
joint replacements, cardiology, neurology, oncology, renal accounting standards on an on-going basis.
transplantations etc.
Refer Note 5.21 for the explanations of transition to Ind AS
Following subsidiary entities have been considered in the including the details of first-time adoption exemptions availed by
preparations of the consolidated financial statements. the Parent Company.

Proportion 2.1 Statement of Compliance


Country of
Name of the Enterprise of Ownership The consolidated Ind AS financial statements comprising
Incorporation
Interest Balance Sheet, Statement of Profit and Loss, Statement of
Shalby Kenya Limited Kenya 100.00% Changes in Equity and Cash Flow Statement, together with
Shalby International India 100.00% notes for the year ended March 31, 2018 have been prepared
in accordance with Ind AS as notified under section 133 of
Limited
the Companies’ Act, 2013 (“the Act”) duly approved by the
Vrundaban Shalby India 100.00% Board of Directors at its meeting held on May 7, 2018.
Hospitals Limited (*)
Yogeshwar Healthcare India 94.68% 2.2 Basis of Measurement
Limited The consolidated Ind AS financial statements of the Parent
Company have been prepared and presented in accordance
Griffin Mediquip LLP India 95.00%
with the Generally Accepted Accounting Principles (GAAP)
under the historical cost convention on accrual basis of
(*) Parent Company has acquired additional 45% stake from
accounting, except for certain Assets and Liabilities as stated
outsider during the year. Consequent to this, said subsidiary
below:
became wholly owned subsidiary of Parent Company.
(a) Financial instruments (assets / liabilities) classified as
The consolidated Ind AS financial statements for the year ended Fair Value through profit or loss or Fair Value through
March 31, 2018 were authorized for issue in accordance with Other Comprehensive Income are measured at Fair
resolution passed by the Board of Directors of the company on Value.
May 7, 2018.
(b) The defined benefit asset / liability is recognised as the
present value of defined benefit obligation less fair
Note 2: Basis of Preparation value of plan assets.
These consolidated Ind AS financial statements of the Parent
Company have been prepared in accordance with Indian (c) Assets held for sale measured at fair value less cost to
Accounting Standards (“Ind AS”) notified under the Companies sales
(Indian Accounting Standards) Rules, 2015 and Companies (Indian The above items have been measured at Fair Value and the
Accounting Standards) Amendment Rules, 2016, as applicable. For methods used to measure Fair Values are discussed further in
all periods up to and including the year ended March 31, 2017, the Note 5.18.
Parent Company prepared its Consolidated financial statements
in accordance with the then applicable Accounting Standards in 2.3 Functional and Presentation Currency
India (‘previous GAAP’). These Consolidated financial statements Items included in the consolidated financial statements of
for the year ended March 31, 2018 are the first Ind AS financial the Parent Company are measured using the currency of

Annual Report 2017-18 167


Notes to the Consolidated Financial Statements
for the year ended March 31, 2018

the primary economic environment in which the Parent events in similar circumstances. If a member of the Group
Company operates (“the functional currency”). Indian Rupee uses accounting policies other than those adopted in the
is the functional currency of the Parent Company. consolidated financial statements for like transactions and
events in similar circumstances, appropriate adjustments
The consolidated financial statements are presented in are made to that Group member’s financial statements in
Indian Rupees (`) which is the Parent company’s presentation preparing the consolidated financial statements to ensure
currency, and all values are rounded to the nearest million, conformity with the Group’s accounting policies. The
except otherwise stated. financial statements of all entities used for the purpose of
consolidation are drawn up to same reporting date as that of
2.4 Standard issued but not yet effective the Parent company, i.e., year ended on March 31.
Ministry of Corporate Affairs (MCA) issued the Companies
(Indian Accounting Standards) (Amendments) Rules, 2018, (d) Non-controlling interests in the results and equity of
(‘the Rules’) on March 28, 2018. The rules notify the new subsidiaries are shown separately in the consolidated
Revenue Standard Ind AS 115 ‘Revenue from Contracts with statement of profit and loss, consolidated statement of
Customers’ and also bring in amendments to existing Ind AS. changes in equity and balance sheet respectively.
The rules shall be effective from reporting period beginning
on or after April 1, 2018 and cannot be reported early. Hence, (e) Non-Controlling Interest’s share of profit / loss of consolidated
subsidiaries for the year is identified and adjusted against
the same not applied in the preparation of these financial
the income of the group in order to arrive at the net income
statements.
attributable to shareholders of the Parent Company.
Note 3: Consolidation of Financial Statements
(f ) Consolidated financial statements includes Limited Liability
Note 3.1: Principle of Consolidation partnership in which Shalby Limited holds pertinent interest
(a) The consolidated financial statements relate to Shalby are also consolidated with same effects and treatments as
Limited and its subsidiary entities. Subsidiaries are all entities given to the corporate subsidiaries in compliance with Indian
over which the Company has control. The Company controls Accounting Standard 110.
an entity when the Company is exposed to, or has rights to,
variable returns from its involvement with the entity and Note 3.2: Consolidation Procedure
has the ability to affect those returns through its power to (a) Combine like items of assets, liabilities, equity, income,
direct the relevant activities of the entity. Consolidation of expenses and cash flows of the parent with those of its
an entity begins when the Company obtains control over the subsidiaries. For this purpose, income and expenses of
entity and ceases when Company loses control of the entity. the subsidiary are based on the amounts of the assets and
Specifically, income and expenses of an entity acquired or liabilities recognised in the consolidated financial statements
disposed of during the year are included in the consolidated at the acquisition date.
statement of profit and loss from the date the Company gains
control or until the date when the Company ceases to control (b) Offset (eliminate) the carrying amount of the parent’s
the entity, respectively. investment in each subsidiary and the parent’s portion of
equity of each subsidiary. Business combinations policy
(b) The Group combines the financial statements of the Parent explains how to account for any related goodwill.
and its subsidiaries line by line adding together like items
(c) Eliminate in full intragroup assets and liabilities, equity,
of assets, liabilities, equity, income and expenses. Inter-
income, expenses and cash flows relating to transactions
company transactions, balances and unrealised gains on
between entities of the group (profits or losses resulting from
transaction between group companies are eliminated. Ind
intragroup transactions that are recognized in assets, such as
AS -12 “Income Taxes” applies to temporary differences that
inventory and fixed assets, are eliminated in full). Intragroup
arise from the elimination of profits and losses resulting from
losses may indicate an impairment that requires recognition
intragroup transactions.
in the consolidated financial statements. Ind AS 12 Income
Taxes applies to temporary differences that arise from the
(c) Consolidated financial statements are prepared using elimination of profits and losses resulting from intragroup
uniform accounting policies for like transactions and other transactions.

168 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Consolidated Financial Statements


for the year ended March 31, 2018

(d) A change in the ownership interest of a subsidiary, without a in the periods in which the estimates are revised and in future
loss of control, is accounted for as an equity transaction. If the periods which are affected.
Group loses control over a subsidiary, it:
In the process of applying the Group’s accounting policies,
(a) Derecognises the assets (including goodwill) and
management has made the following judgments and estimates,
liabilities of the subsidiary;
which have the most significant effect on the amounts recognised
(b) Derecognises the carrying amount of any non- in the consolidated financial statements.
controlling interests;
4.1 Revenue recognition
(c) Derecognises the cumulative translation differences
recorded in equity; Revenue from fees charged for inpatient and outpatient
hospital/clinical services rendered to insured, Government
(d) Recognises the fair value of any investment retained; schemes and corporate patients are subject to approvals
(e) Recognises any surplus or deficit in profit or loss, and from the insurance companies and corporates. Accordingly,
the Group estimates the amounts likely to be disallowed
(f ) Reclassifies the parent’s share of components, previously by such companies based on past trends and necessary
recognised in OCI, to profit or loss or retained earnings, provisions are made.
as appropriate, as would be required if the Group had
directly disposed of the related assets or liabilities. 4.2 Useful lives of property, plant and equipment
The Group reviews the useful life of property, plant and
(e) The notes and the significant accounting policies to the equipment at the end of each reporting period. This
consolidated financial statements are intended to serve as a assessment may result in change in the depreciation expense
guide for better understanding of the group’s position. In this in future periods.
respect, the company has disclosed such notes and policies,
which represent the needed disclosures. 4.3 Taxes
Deferred tax assets are recognised for unused tax credits
(f ) In case of foreign subsidiaries, revenue and expenses items to the extent that it is probable that taxable profit will be
are consolidated at the average rate prevailing during the
available against which the losses can be utilised. Significant
year. All assets and liabilities are converted at rates prevailing
management judgment is required to determine the amount
at the end of the year. Any exchange difference arising
of deferred tax assets that can be recognised, based upon the
on consolidation is recognised in the Foreign Currency
likely timing and the level of future taxable profits together
Translation Reserve through Other Comprehensive Income.
with future tax planning strategies.
Note 4: Significant accounting judgments,
4.4 Employee Benefits
estimates and assumptions
The cost of defined benefit plans are determined using
The preparation of consolidated financial statements in
actuarial valuations. The actuarial valuation involves making
conformity with Ind AS requires the management to make
assumptions about discount rates, expected rates of return
judgments, estimates and assumptions that affect the application
on assets, future salary increases, mortality rates and future
of accounting policies and the reported amounts of assets,
pension increases. Due to the long-term nature of these
liabilities, the disclosures of contingent assets and contingent
plans, such estimates are subject to significant uncertainty.
liabilities at the date of consolidated financial statements, income
and expense during the period. The estimates and associated
4.5 Fair value measurement of financial instruments
assumptions are based on historical experience and other factors
that are considered to be relevant. However, uncertainty about When the fair values of financial assets and financial liabilities
these assumptions and estimates could result in outcomes that recorded in the Consolidated Balance Sheet cannot be
require a material adjustment to the carrying amount of the asset measured based on quoted prices in active markets, their
or liability affected in future periods. fair value is measured using valuation techniques. The inputs
to these models are taken from observable markets where
Estimates and underlying assumptions are reviewed on an on- possible, but where this is not feasible, a degree of judgment
going basis. Revisions to accounting estimates are recognized is required in establishing fair values. Judgments include

Annual Report 2017-18 169


Notes to the Consolidated Financial Statements
for the year ended March 31, 2018

considerations of inputs such as liquidity risk, credit risk and Initial Recognition:
volatility. Changes in assumptions relating to these factors All financial assets are recognized initially at fair value plus, in
could affect the reported fair value of financial instruments. the case of financial assets not recorded at fair value through
Profit or Loss, transaction costs that are attributable to the
4.6 Allowance for uncollectible trade receivables acquisition of financial assets. Purchases or sales of financial
Trade receivables, predominantly from Government schemes/ assets that requires delivery of assets within a period of time
insurance companies and corporates which enjoy high credit frame established by regulation or convention in the market
ratings are stated at their nominal value as reduced by place (regular way trades) are recognized on the trade date,
appropriate allowances for estimated irrecoverable amounts. i.e., the date that the Group committed to purchase or sell the
Estimated irrecoverable amounts are based on the ageing of asset.
the receivable balance and historical experience. Individual
trade receivables are written off when management deems it Subsequent Measurement:
not to be collectible. (i) Financial assets measured at amortized Cost:
Financial assets are subsequently measured at
The Group has used a practical expedient by computing the
amortised cost if these financial assets are held within a
expected credit loss allowance for trade receivables based
business whose objective is to hold these assets in order
on a provision matrix considering the nature of receivables
to collect contractual cash flows and where contractual
and the risk characteristics. The provision matrix takes into
terms of financial asset give rise on specified dates to
accounts historical credit loss experience and adjusted
cash flows that are solely payments of principal and
for forward looking information. The expected credit loss
interest on the principal amount outstanding.
allowance is based on the ageing of the day of the receivables
are due and the rates as given in the provision matrix.
(ii) 
Financial assets at Fair Value through Other
Comprehensive Income (FVTOCI):
4.7 Impairment of Property, Plant & Equipment
The value in use calculation requires the directors to Financial Assets that are held within a business model
estimate the future cash flows expected to arise from the whose objective is achieved by both collecting
cash-generating unit and a suitable discount rate in order to contractual cash flows and selling financial assets and
calculate present value. Where the actual future cash flows the contractual terms of financial assets give rise on
are less than expected, an impairment loss which is material specified dates to cash flows that are solely payments
in nature is accounted for. of principal and interest on the principal amount
outstanding are subsequently measured at FVTOCI.
4.8 Litigations Fair Value movements in financial assets at FVTOCI are
The provision is recognized based on the best estimate of the recognized in Other Comprehensive Income.
amount desirable to settle the present obligation arising at
the reporting period and of the income is recognized in the Equity instruments held for trading are classified as at
cases involving high degree of certainty as to realization. fair value through profit or loss (FVTPL). For other equity
instruments the Group classifies the same as FVTOCI.
Note 5: Significant Accounting Policies The classification is made on initial recognition and is
5.1 Financial Instruments irrevocable. Fair Value changes on equity instruments
Financial assets and financial liabilities are recognised when at FVTOCI, excluding dividends are recognized in Other
the Group becomes a party to the contractual provisions of the Comprehensive Income (OCI).
instruments.
(iii) Fair Value through Profit or Loss (FVTPL):
(a) Financial Assets Financial Assets are measured at FVTPL if it does not
Financial Assets comprises of investments in equity meet the criteria for classification as measured at
instruments, trade receivables, cash and cash equivalents amortized cost or at FVTOCI. All fair value changes are
and other financial assets. recognized in the Statement of Profit and Loss.

170 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Consolidated Financial Statements


for the year ended March 31, 2018

De-recognition of Financial Assets: (c) Offsetting of Financial assets and Financial Liabilities
Financial Assets are derecognized when the contractual Financial assets and Financial Liabilities are offset and the net
rights to cash flows from the financial assets expire amount is presented in Balance Sheet when, and only when,
or the financial asset is transferred and the transfer the Group has legal right to offset the recognized amounts
qualifies for de-recognition. On de-recognition of the and intends either to settle on the net basis or to realize the
financial assets in its entirety, the difference between assets and liabilities simultaneously.
the carrying amount (measured at the date of de-
recognition) and the consideration received (including (d) Reclassification of Financial Assets
any new asset obtained less any new liability assumed) The Group determines classification of financial assets and
shall be recognized in the Statement of Profit and Loss. liabilities on initial recognition. After initial recognition,
no reclassification is made for financial assets which are
(b) Financial Liabilities categorized as equity instruments at FVTOCI, and financial
Initial Recognition and Measurement assets or liabilities that are specifically designated as
Financial Liabilities are initially recognized at fair value FVTPL. For financial assets which are debt instruments, a
plus any transaction costs, (if any) which are attributable to reclassification is made only if there is a change in business
model for managing those assets. Changes to the business
acquisition of the financial liabilities.
model are expected to be very infrequent. The management
determines the change in a business model as a result of
Subsequent Measurement:
external or internal changes which are significant to the
Financial Liabilities are classified for subsequent
Group’s Operations. A Change in business occurs when the
measurement into following categories:
group either begins or ceases to perform an activity that is
significant to its operations. If the group reclassifies financial
(i) Financial liabilities at Amortized Cost:
assets, it applies the reclassification prospectively effective
The Group is classifying the following under amortized
from the reclassification date which is the first day of the
cost: immediately next reporting period following the change in
- Borrowing from Banks business model. The Group does not restate any previously
recognised gains, losses (including impairment gains or
- Borrowing from Others losses) or interest.
- Trade Payables
5.2 Share Capital
- Other Financial Liabilities Ordinary Shares are classified as equity. Incremental costs
directly attributable to the issue of new ordinary shares or
Amortized cost for financial liabilities represents share options are recognized as a deduction from equity, net
amount at which financial liability is measured at initial of any tax effects.
recognition minus the principal repayments, plus or
minus cumulative amortization using the effective 5.3 Property, Plant and Equipment
interest method of any differences between the initial Property, plant and equipment held for use in the supply of
amount and maturity amount. goods or services, or for administrative purposes, are stated
in the balance sheet at cost less accumulated depreciation
(ii) Financial liabilities at Fair Value through Profit or Loss: and accumulated impairment losses. Freehold land is not
Financial liabilities held for trading are measured at Fair depreciated. All repairs and maintenance costs are charged
Value through Profit or Loss to the income statement during the financial period in which
they are incurred.
De-recognition of Financial Liabilities:
Financial liabilities shall be derecognized when, and Properties in the course of construction for supply of
only when, it is extinguished i.e. when the obligation services or administrative purpose are carried at cost, less
specified in the contract is discharged or cancelled or any recognised impairment loss. Cost includes professional
expires. fees and other directly attributable cost and for qualifying

Annual Report 2017-18 171


Notes to the Consolidated Financial Statements
for the year ended March 31, 2018

assets, borrowing cost capitalised in accordance with the method to write down the cost of each asset to its residual
Group’s accounting policy. Such properties are classified to value over its estimated useful life using the following rates.
the appropriate categories of Property Plant and equipment
Office Equipment : 12.50%
when completed and ready for intended use. Depreciation
of these assets, on the same basis as other property assets, Furniture and Fittings : 12.50%
commences when the assets are ready for their intended use.
Computer : 30.00%
Depreciation is recognised so as to write off the cost of assets
However, the carrying values of fixed assets of aforesaid
(other than freehold land and properties under construction)
subsidiary and depreciation thereon being non-significant,
less their residual values over their useful lives as prescribed
the depreciation is not recomputed to fall in line with the
under Part C of Schedule II to the Companies Act 2013, using
method of Depreciation adopted by the Parent Company.
the straight-line method. The estimated useful lives, residual
values and depreciation method are reviewed at the end
An item of property, plant and equipment is derecognised
of each reporting period, with the effect of any changes in
upon disposal or when no future economic benefits are
estimate accounted for on a prospective basis. Depreciation
expected to arise from the continued use of the asset. Any
for assets purchased/sold during a period is proportionately
gain or loss arising on the disposal or retirement of an item
charged for the period of use.
of property, plant and equipment is determined as the
difference between the sales proceeds and the carrying
Assets held under finance leases are depreciated over their
amount of the asset and are recognised net within “other
expected useful lives on the same basis as owned assets.
income / other expenses” in the Statement of profit and loss.
Leasehold land with lease term of 99 years or more and
renewable with mutual consent are considered as finance
Transition to Ind AS
leases with perpetual lease term and the same are not
For transition to Ind AS, the Group has opted to adopt the
amortised with effect from April 1, 2016.
carrying value of all of its property, plant and equipment
Estimated useful lives of the assets are as follows: recognised as of April 1, 2016 (transition date) measured
as per the previous GAAP and use that carrying value as its
Type of Asset Useful Life deemed cost as of the transition date.
Buildings* 30 years and 60 years
Plant and Machinery 15 years 5.4 Intangible assets
Intangible Assets acquired separately
Medical Equipment 13 years and 15 years
Intangible assets with finite useful lives that are acquired
Electrical Installations 10 years separately are carried at cost less accumulated amortisation
Furniture and fixtures 10 years and accumulated impairment losses. Amortisation is
Office equipment 5 years recognised on a straight-line basis over their estimated
Vehicles 8 years and 10 years useful lives. The estimated useful life and amortisation
Servers and Computers 3 years and 6 years method are reviewed at the end of each reporting period,
with the effect of any changes in estimate being accounted
(*) For this class of assets based on internal assessments and for on a prospective basis. Intangible assets with indefinite
technical evaluation carried out by the management, it useful lives that are acquired separately are carried at cost
believes that useful life as given above best represents less accumulated impairment losses.
the period over which the management expects to use
this assets. Hence, the useful life for this asset is different Intangible assets acquired in a business combination
from useful lives as prescribed under Part C of Schedule Intangible assets acquired in a business combination and
II to the Companies Act, 2013. recognised separately from goodwill are initially recognised
at their fair value at the acquisition date (which is regarded as
In case overseas subsidiary company i.e. Shalby Kenya their cost). Goodwill generated on business combination is
Limited Depreciation is calculated using the reducing balance tested for impairment.

172 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Consolidated Financial Statements


for the year ended March 31, 2018

Subsequent to initial recognition, intangible assets to be measured though a loss allowance. The Group
acquired in a business combination are reported at cost less recognises lifetime expected losses for all contract
accumulated amortisation and accumulated impairment assets and / or all trade receivables that do not
losses, on the same basis as intangible assets that are constitute financing transaction. For all other financial
acquired separately. assets, expected credit losses are measured at an
amount equal to the twelve-month expected credit
De-recognition of intangible assets losses or at an amount equal to the life time expected
An intangible asset is derecognised on disposal, or when credit losses if the credit risk on the financial asset has
no future economic benefits are expected from use or increased significantly, since initial recognition.
disposal. Gains or losses arising from de-recognition of an
intangible asset, measured as the difference between the net (b) Non-financial assets
disposal proceeds and the carrying amount of the asset, are Tangible and Intangible assets
recognised in statement of profit and loss when the asset is Property, Plant and equipment and intangible assets
de-recognised. with finite life are evaluated for recoverability whenever
there is an indication that their carrying amounts may
Useful lives of intangible assets not be recoverable. If any such indication exists, the
Estimated useful lives of the intangible assets are as follows: recoverable amount (i.e. higher of the fair value less
cost to sell and the value-in-use) is determined on an
Type of Asset Useful Life
individual asset basis unless the asset does not generate
Computer software and data processing 3 years cash flows that are largely independent of those from
software other assets. In such cases, the recoverable amount is
determined for cash generating unit (CGU) to which the
Transition to Ind AS asset belongs.
For transition to Ind AS, the Group has opted to continue with
the carrying value of all of its intangible assets recognised as If the recoverable amount of an asset (or CGU) is
of April 1, 2016 (transition date) measured as per the previous estimated to be less than its carrying amount, the
GAAP and use that carrying value as its deemed cost as of the carrying amount of the asset (or CGU) is reduced to it’s
transition date. recoverable amount. An impairment loss is recognised
in the statement of profit and loss.
5.5 Inventories
Inventories of all medicines, medicare items traded and dealt Reversal of impairment loss
with by the Group are measured at the lower of weighted Impairment losses recognized in prior periods are
average cost and net realisable value. Net realizable value is assessed at each reporting date for any indications that
the estimated selling price in the ordinary course of business. the loss has decreased or no longer exists.
Cost of inventories comprises of all costs of purchase and
other costs incurred in bringing the inventories to their An impairment loss is reversed if there has been
present location, after adjusting for VAT/GST wherever a change in the estimates used to determine the
applicable. recoverable amount. An impairment loss is reversed
only to the extent that the asset’s carrying amount does
Materials and consumables and general stores are charged not exceed the carrying amount that would have been
to the Statement of Profit and Loss as and when they are determined, net of depreciation or amortization, if no
procured and stock of such items at the end of the year is impairment loss had been recognized directly in other
valued at cost. comprehensive income and presented within equity.

5.6 Impairment 5.7 Provisions, Contingent Liabilities and Contingent Assets


(a) Financial assets (other than at fair value) Provisions are recognized if, as a result of a past event, the
The Group assesses at each date of balance sheet, Group has a present legal or constructive obligation that can
whether a financial asset or a group of financial assets be estimated reliably, and it is probable that an outflow of
is impaired. Ind AS 109 requires expected credit losses economic benefits will be required to settle the obligation. If

Annual Report 2017-18 173


Notes to the Consolidated Financial Statements
for the year ended March 31, 2018

the effect of the time value of money is material, provisions Other services fee is recognized on basis of the services
are discounted using a current pre tax rates that reflects, rendered and as per the terms of the agreement.
where appropriate, the risks specific to the liability. Where
discounting is used, the increase in the provision due to the (b) Sale of Goods
passage of time is recognized as a finance cost. Pharmacy Sales are recognised when the significant
risks and rewards of ownership is transferred to the
A provision for onerous contract is recognized when the customer. Revenue is measured at the fair value of
expected benefits to be derived by the Group from a contract the consideration received or receivable, taking into
are lower than the unavoidable cost of meeting its obligations account contractually defined terms of payment and
under the contract. The provision is measured at the present excluding taxes or duties collected on behalf of the
value of the lower of the expected cost of terminating the government. Revenue is reduced for rebates granted
contract and the expected net cost of continuing with upon purchase and are stated net of returns and
the contract. Before a provision is established, the Group discounts wherever applicable. Sales are adjusted for
recognizes any impairment loss on the assets associated with Value Added Tax/GST wherever applicable.
the contract.
(c) Dividend and Interest Income
Contingent liabilities are not recognised in the financial Dividend income from investments is recognised when
statements. A contingent asset is neither recognised nor the right to receive payment has been established
(provided that it is probable that the economic benefits
disclosed in the financial statements.
will flow to the Group and the amount of income can be
measured reliably).
5.8 Revenue Recognition
Revenue is recognised to the extent that it is probable that
Interest income from a financial asset is recognised
the economic benefits will flow to the Group and the revenue
when it is probable that the economic benefits will
can be reliably measured, regardless of when the payment
flow to the Group and the amount of income can be
is being made. Revenue is measured at the fair value of the
measured reliably. Interest income is accrued on a time
consideration received or receivable, taking into account
basis, by reference to the principal outstanding and at
contractually defined terms of payment and excluding taxes
the effective interest rate applicable, which is the rate
or duties collected on behalf of the government.
that exactly discounts estimated future cash receipts
through the expected life of the financial asset to that
(a) Rendering of Services
asset’s net carrying amount on initial recognition.
Healthcare Services
Revenue primarily comprises fees charged for inpatient 5.9 Leases
and outpatient hospital services. Services include Leases are classified as finance leases whenever the
charges for accommodation, medical professional (substantial value of the assets is initially paid as non-
services, equipment, radiology, laboratory and refundable lease premium) and terms of the lease transfer
pharmaceutical goods used in treatments given to substantially all the risks and rewards of ownership to the
Patients. Revenue is recorded and recognised during lessee. All other leases are classified as operating leases.
the period in which the hospital service is provided,
based upon the amounts due from patients and/or Assets held under finance leases are initially capitalised as
medical funding entities. Unbilled revenue is recorded assets of the Company at their fair value at the inception of
for the service where the patients are not discharged the lease. The corresponding liability to the lessor is included
and invoice is not raised for the service. in the balance sheet and the lease payments are apportioned
between finance expenses and reduction of the lease
Other Services obligation so as to achieve a constant rate of interest on the
Income from Clinical trials on behalf of Pharmaceutical remaining balance of the liability.
Companies is recognized on completion of the service,
based on the terms and conditions specified to each Rental expense from operating leases is generally recognised
contract. on a straight-line basis over the term of the relevant lease.

174 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Consolidated Financial Statements


for the year ended March 31, 2018

Where the rentals are structured solely to increase in line Borrowing costs directly attributable to the acquisition,
with expected general inflation to compensate for the construction or production of qualifying assets, which are
lessor’s expected inflationary cost increases, such increases assets that necessarily take a substantial period of time to get
are recognised in the year in which such benefit accrue. ready for their intended use or sale, are added to the cost of
Contingent rentals arising under operating leases are those assets, until such time as the assets are substantially
recognised as an expense in the period in which they are ready for their intended use or sale.
incurred.
Interest income earned on the temporary investment of
specific borrowings pending their expenditure on qualifying
5.10 Foreign Currency Translation
assets is deducted from the borrowing costs eligible for
The functional currency of the Group is the Indian Rupee (`)
capitalisation.
Exchange differences on monetary items are recognised in
All other borrowing costs are recognised in the statement of
the Consolidated Statement of profit and loss in the period in
profit and loss in the period in which they are incurred.
which they arise except for:
5.12 Government Grants
(i) exchange differences on foreign currency borrowings Government grants are not recognised until there is
relating to assets under construction for future reasonable assurance that the Group will comply with the
productive use, which are included in the cost of those conditions attaching to them and that the grants will be
assets when they are regarded as an adjustment to received.
interest costs on those foreign currency borrowings;
When the grant relates to an asset, it is treated as deferred
(ii) exchange differences arising from translation of long- income and released to the statement of profit and loss over
term foreign currency monetary items recognised in the expected useful lives of the assets concerned. When the
the financial statements of the Group for the period Group receives grants of non-monetary assets, the asset and
immediately before the beginning of the first Ind AS the grant are recorded at fair value amounts and released to
financial reporting period (prior to April 1, 2016), as per statement of profit and loss over the expected useful life in a
the previous GAAP, pursuant to the Group’s choice of pattern of consumption of the benefit of the underlying asset.
availing the exemption as permitted by Ind AS 101. Government grants that are receivable as compensation for
expenses or losses already incurred or for the purpose of
Non-monetary assets and liabilities that are measured giving immediate financial support to the Group with no
future related costs are recognised in statement of profit and
in terms of historical cost in foreign currencies are not
loss in the period in which they become receivable.
retranslated.
5.13 Employee benefits
Income and expense items in foreign currency are translated
(a) Short-term obligations
at the average exchange rates for the period, unless exchange Liabilities for salaries, including other monetary and
rates fluctuate significantly during that period, in which case non-monetary benefits that are expected to be settled
the exchange rates at the dates of the transactions are used. wholly within 12 months after the end of the period
in which the employees render the related service are
5.11 Borrowing Costs recognised in respect of employees’ services up to the
Borrowing costs include end of the reporting period and are measured at the
(i) interest expense calculated using the effective interest amounts expected to be paid when the liabilities are
rate method, settled. The liabilities are presented as current employee
benefit obligations in the balance sheet.
(ii) finance charges in respect of finance leases, and
(b) Post-employment obligations
(iii) exchange differences arising from foreign currency The Parent Company operates the following post-
borrowings to the extent that they are regarded as an employment schemes: a) defined contribution plans -
adjustment to interest costs. provident fund b) defined benefit plans - gratuity plans

Annual Report 2017-18 175


Notes to the Consolidated Financial Statements
for the year ended March 31, 2018

(i) Defined contribution plans Change in the present value of the defined benefit
The Parent Company has defined contribution obligation resulting from plan amendments or
plan for the post-employment benefits namely curtailments are recognised immediately in the
Provident Fund, Employees Death Linked profit or loss as past service cost.
Insurance and Employee State Insurance and the
contributions towards such funds and schemes (c) Compensated Absences
are recognised as employee benefits expense and Compensated absences which are not expected to
charged to the Statement of Profit and Loss when occur within twelve months after the end of the period
they are due. The Company does not carry any in which the employee renders the related services
further obligations with respect to this, apart from are recognised at an actuarially determined liability
contributions made on a monthly basis. at the present value of the defined benefit obligation
at the Balance sheet date. In respect of compensated
(ii) Defined benefit plans absences expected to occur within twelve months after
The Parent Company has defined benefit plan, the end of the period in which the employee renders
namely gratuity for eligible employees in the related services, liability for short-term employee
accordance with the Payment of Gratuity Act, benefits is measured at the undiscounted amount of
1972 the liability for which is determined on the the benefits expected to be paid in exchange for the
basis of an actuarial valuation (using the Projected
related service.
Unit Credit method) at the end of each year.
5.14 Income Taxes
The present value of the defined benefit obligation
Income tax expense represents the sum of the tax currently
is determined by discounting the estimated future
payable and deferred tax
cash outflows by reference to market yields at the
end of the reporting period on government bonds
(i) Current tax
that have terms approximating to the tenor of the
The tax currently payable is based on taxable profit for
related obligation. The liability or asset recognized
in the balance sheet in respect of gratuity is the the year. Taxable profit differs from ‘profit before tax’ as
present value of the defined benefit obligation at reported in the consolidated statement of profit and
the end of the reporting period less the fair value loss because of items of income or expense that are
of plan assets. taxable or deductible in other years and items that are
never taxable or deductible. The Group’s current tax
The service cost (including current service cost, is calculated using tax rates that have been enacted
past service cost, as well as gains and losses on or substantively enacted by the end of the reporting
curtailments and settlements) is recognised in period.
the Statement of profit and loss in the line item
‘Employee benefits expense’. (ii) Deferred Tax
Deferred tax is recognised on temporary differences
Remeasurements of the net defined liability, between the carrying amounts of assets and liabilities
comprising of actuarial gains and losses, return in the financial statements and the corresponding
on plan assets (excluding amounts included in tax bases used in the computation of taxable profit.
net interest on the net defined benefit liability) Deferred tax liabilities are generally recognised for
and any change in the effect of asset ceiling all taxable temporary differences. Deferred tax assets
(excluding amounts included in net interest on are generally recognised for all deductible temporary
the net defined benefit liability), are recognised differences to the extent that it is probable that taxable
immediately in the balance sheet with a profits will be available against which those deductible
corresponding debit or credit to retained earnings temporary differences can be utilised. Such deferred tax
through Other Comprehensive Income (OCI) in assets and liabilities are not recognised if the temporary
the period in which they occur. Remeasurements difference arises from the initial recognition of assets
are not reclassified to profit or loss in subsequent and liabilities in a transaction that affects neither the
periods. taxable profit nor the accounting profit.

176 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Consolidated Financial Statements


for the year ended March 31, 2018

The carrying amount of deferred tax assets is reviewed (a) fair values of the assets transferred;
at the end of each reporting period and reduced to
(b) liabilities incurred to the former owners of the acquired
the extent that it is no longer probable that sufficient
business;
taxable profits will be available to allow all or part of the
asset to be recovered. (c) equity interests issued by the Company; and
(d) fair value of any asset or liability resulting from a
Deferred tax liabilities and assets are measured at the contingent consideration arrangement.
tax rates that are expected to apply in the period in
which the liability is settled or the asset realised, based Identifiable assets acquired and liabilities and contingent
on tax rates (and tax laws) that have been enacted or liabilities assumed in a business combination are, with
substantively enacted by the end of the reporting limited exceptions, measured initially at their fair values at the
period. acquisition date. The Group recognises any non-controlling
interest in the acquired entity on an acquisition-by-
The measurement of deferred tax liabilities and assets acquisition basis either at fair value or at the non-controlling
reflects the tax consequences that would follow from interest’s proportionate share of the acquired entity’s net
the manner in which the Company expects, at the end identifiable assets. Acquisition-related costs are expensed as
of the reporting period, to recover or settle the carrying incurred.
amount of its assets and liabilities.
The excess of the consideration transferred, amount of
Deferred tax assets include Minimum Alternate Tax any non-controlling interest in the acquired entity, and
(MAT) paid in accordance with the tax laws in India, acquisition-date fair value of any previous equity interest in
which is likely to give future economic benefits in the the acquired entity over the fair value of the net identifiable
form of availability of set-off against future tax liability. assets acquired is recorded as goodwill. If those amounts
Accordingly, MAT is recognised as deferred tax asset are less than the fair value of the net identifiable assets of
the business acquired, the difference is recognised in other
in the Balance sheet when the asset can be measured
comprehensive income and accumulated in equity as capital
reliably and it is probable that the future economic
reserve provided there is clear evidence of the underlying
benefit associated with the asset will be realised.
reasons for classifying the business combination as a bargain
purchase. In other cases, the bargain purchase gain is
No Deferred tax asset is recognized for goodwill arising
recognised directly in equity as capital reserve.
on business combination.
Where settlement of any part of cash consideration is
(iii) Current and deferred tax for the year deferred, the amounts payable in the future are discounted to
Current and deferred tax are recognised in the Statement their present value as at the date of exchange. The discount
of profit and loss, except when they relate to items rate used is the entity’s incremental borrowing rate, being
that are recognised in other comprehensive income or the rate at which a similar borrowing could be obtained
directly in equity, in which case, the current and deferred from an independent financier under comparable terms and
tax are also recognised in other comprehensive income conditions.
or directly in equity respectively. Where current tax
or deferred tax arises from the initial accounting for a Contingent consideration is classified either as equity or a
business combination, the tax effect is included in the financial liability. Amounts classified as a financial liability are
accounting for the business combination. subsequently remeasured to fair value with changes in fair
value recognised in profit or loss.
5.15 Business Combinations
The acquisition method of accounting is used to account If the business combination is achieved in stages, the
for all business combinations, regardless of whether equity acquisition date carrying value of the acquirer’s previously
instruments or other assets are acquired. The consideration held equity interest in the acquiree is remeasured to fair
transferred for the acquisition comprises the: value at the acquisition date. Any gains or losses arising from

Annual Report 2017-18 177


Notes to the Consolidated Financial Statements
for the year ended March 31, 2018

such remeasurement are recognised in profit or loss or other A fair value measurement of a non-financial asset takes into
comprehensive income, as appropriate. account a market participant’s ability to generate economic
benefits by using the asset in its highest and best use or by
5.16 Derivative financial instruments selling it to another market participant that would use the
Derivatives are initially recognised at fair value at the date the asset in its highest and best use.
derivative contracts are entered into and are subsequently
re-measured to their fair value at the end of each reporting The Group uses valuation techniques that are appropriate in
period. Derivatives are carried as financial assets when the the circumstances and for which sufficient data are available
fair value is positive and as financial liabilities when the fair to measure fair value, maximizing the use of relevant
value is negative. observable inputs and minimizing the use of unobservable
inputs.
5.17 Earnings per share
The Parent Company presents basic and diluted earnings All assets and liabilities for which fair value is measured
per share (EPS) data for its ordinary shares. Basic EPS is or disclosed in the consolidated financial statements
calculated by dividing the profit or loss attributable to the are categorized within the fair value hierarchy based on
ordinary shareholders of the company by the weighted the lowest level input that is significant to the fair value
average number of ordinary shares outstanding during the measurement as a whole. The fair value hierarchy is described
period. Where ordinary shares are issued but not fully paid, as below:
they are treated in the calculation of basic earnings per share
as a fraction of an ordinary share to the extent that they (a) Level 1 - unadjusted quoted prices in active markets
were entitled to participate in dividends during the period for identical assets and liabilities.
relative to a fully paid ordinary share. Diluted earnings per
share is computed by dividing the net profit after tax by the (b) Level 2 - Inputs other than quoted prices included
weighted average number of equity shares considered for within Level 1 that are observable for the asset or
deriving basic EPS and also weighted average number of liability, either directly or indirectly.
equity shares that could have been issued upon conversion
of all dilutive potential equity shares. Dilutive potential (c) Level 3 - unobservable inputs for the asset or liability.
equity shares are deemed converted as of the beginning of
the period, unless issued at a later date. Dilutive potential For assets and liabilities that are recognized in the
equity shares are determined independently for each period consolidated financial statements at fair value on a recurring
presented. basis, the Group determines whether transfers have occurred
between levels in the hierarchy by re-assessing categorization
5.18 Fair Value Measurement at the end of each reporting period.
A number of Group’s accounting policies and disclosures
require the determination of fair value, for both financial and For the purpose of fair value disclosures, the Group has
non-financial assets and liabilities. Fair value is the price that determined classes of assets and liabilities on the basis of the
would be received on sell of an asset or paid to transfer a nature, characteristics and risks of the asset or liability and
liability in an orderly transaction between market participants the level of fair value hierarchy.
at the measurement date. A fair value measurement assumes
that the transaction to sell the asset or transfer the liability Fair values have been determined for measurement and / or
takes place either in the principal market for the asset or disclosure purposes based on the following methods. When
liability or in the absence of a principal market, in the most applicable, further information about the assumptions made
advantageous market for the asset or liability. The principal in determining fair values is disclosed in the notes specific to
market or the most advantageous market must be accessible that asset or liability.
to the Group.
(a) Investment in equity and debt securities
The fair value of an asset or liability is measured using the The fair value is determined by reference to their quoted
assumptions that market participants would use when pricing price at the reporting date. In the absence of quoted
the asset or liability, assuming that market participants act in price, the fair value of the financial asset is measured
their economic best interest. using valuation techniques.

178 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Consolidated Financial Statements


for the year ended March 31, 2018

(b) Trade and other receivables The operating cycle is the time between acquisition of assets
The fair value of trade and other receivables, excluding for processing / trading / assembling and their realization in
construction contracts in progress, is estimated as the cash and cash equivalents. The Group has identified twelve
present value of future cash flows, discounted at the months as its operating cycle.
market rate of interest at the reporting date. However
in respect of such financial instruments, fair value 5.20 Cash and cash equivalent
generally approximates the carrying amount due The Group considers all highly liquid financial instruments,
to short term nature of such assets. This fair value is which are readily convertible into known amounts of cash
determined for disclosure purposes or when acquired that are subject to an insignificant risk of change in value
in a business combination. and having original maturities of three months or less from
the date of purchase, to be cash equivalents. Cash and
(c) Non derivative financial liabilities cash equivalents consists of balances with banks which are
Fair Value, which is determined for disclosure purposes, unrestricted for withdrawal and usage.
is calculated based on the present value of future
principal and interest cash flows, discounted at the 5.21 First Time Adoption of Ind AS
market rate of interest at the reporting date. For finance The Group has prepared the opening standalone balance
leases, the market rate of interest is determined by sheet as per Ind AS as of April 1, 2016 (the transition date)
reference to similar lease agreements. by recognising all assets and liabilities whose recognition
is required by Ind AS, not recognising items of assets or
5.19 Current / non- current classification liabilities which are not permitted by Ind AS, by reclassifying
An asset is classified as current if: items from previous GAAP to Ind AS as required under Ind
AS, and applying Ind AS in measurement of recognised
(a) it is expected to be realized or sold or consumed in the
assets and liabilities. However, this principle is subject to the
Group’s normal operating cycle;
certain mandatory exceptions under Ind AS 101 and certain
(b) it is held primarily for the purpose of trading; optional exemptions permitted under Ind AS 101 availed by
the Group as detailed below:
(c) it is expected to be realized within twelve months after
the reporting period; or
1. Mandatory exceptions to retrospective application of
(d) it is cash or cash equivalent unless it is restricted from other Ind AS
being exchanged or used to settle a liability for at least (a) Estimates
twelve months after the reporting period. An entity’s estimates in accordance with Ind AS at
the date of transition to Ind AS shall be consistent
All other assets are classified as non-current. with estimates made for the same date in
accordance with Previous GAAP (after adjustments
A liability is classified as current if: to reflect any differences in accounting policies)
unless there is an objective evidence that those
(a) it is expected to be settled in normal operating cycle;
estimates were in error.
(b) it is held primarily for the purpose of trading;
The Group has not made any changes to estimates
(c) it is expected to be settled within twelve months after
made in accordance with Previous GAAP.
the reporting period;
(d) it has no unconditional right to defer the settlement (b) Ind AS 109 - Financial Instruments (Derecognition
of the liability for at least twelve months after the of previously recognized Financial Assets /
reporting period. Financial Liabilities)
An entity shall apply the derecognition
All other liabilities are classified as non-current. requirements in Ind AS 109 prospectively for
the transactions occurring on or after date of
Deferred tax assets and liabilities are classified as non-current transition to Ind AS.
assets and liabilities.

Annual Report 2017-18 179


Notes to the Consolidated Financial Statements
for the year ended March 31, 2018

The Group has applied the derecognition 2. Optional exemptions


requirements prospectively. (a) Deemed cost for property, plant and equipment,
and intangible assets
(c) Ind AS 109 “Financial Instruments” (Classification Ind AS 101 permits a first-time adopter to opt
and Measurement of Financial Assets / Financial to continue with the carrying value for all of its
Liabilities) property, plant and equipment as recognised in
Classification and measurement of Financial the financial statements as at the date of transition
Assets shall be made on the basis of the facts and to Ind AS, measured as per the previous GAAP
circumstances that exist at the date of transition to and use that as its deemed cost as at the date of
Ind AS. transition after making necessary adjustments for
de-commissioning liabilities. This exemption can
The Group has evaluated the facts and also be used for intangible assets covered by Ind
circumstances existing on the date of transition AS 38 “Intangible Assets”.
to Ind AS for the purpose of classification and
measurement of Financial Assets and accordingly Accordingly, the Group has opted to measure all of
has classified and measured financial assets on the its property, plant and equipment, and intangible
date of transition. assets at their previous GAAP carrying value.

(d) Ind AS 109 “Financial Instruments” (Impairment of (b) Past Business Combinations
Financial Assets): Impairment requirements under Ind AS 101 allows a first-time adopter to opt not
Ind AS 109 should be applied retrospectively to apply Ind AS 103 “Business Combinations”
based on reasonable and supportable information retrospectively to past business combinations that
that is available on the date of transition without occurred before the date of transition to Ind AS.
undue cost or effort.
The Group has opted not to apply Ind AS 103
The borrowings of the Parent Company retrospectively to past business combinations
outstanding as at the transition date, consists of that occurred before the transition date of April 1,
loans whose disbursements have taken place in 2016.
multiple tranches in different financial years with
varying interest rates. In some cases, the rate of (d) Determining whether an arrangement contains a
interest on the loans are variable in nature and lease
drawal of the loans have been made in multiple The Group has applied Appendix C of Ind AS 17
installments with each drawal to be treated Determining whether an Arrangement contains
as a separate transaction for the purpose of a Lease to determine whether an arrangement
computing the amortised cost. Implementing the contains a lease on the basis of facts and
requirement of amortised cost retrospectively is circumstances existing at the transition date.
impracticable and also the amount is expected
to be immaterial and hence the Parent Company The Group has leases of land. The classification of
has considered the fair value of the financial each land as finance lease or operating lease at the
liability at the date of transition to Ind AS as new date of transition to Ind AS is done based on the
amortised cost of that financial liability at the date basis of facts and circumstances existing as at that
of transition to Ind AS i.e. April 1, 2016. date.

180 Shalby Multi-Specialty HospitalS


Notes to the Consolidated Financial Statements
for the year ended March 31, 2018

Note 6 : Property, Plant and Equipment


Note 6.1 : As at March 31, 2018
(` in Million)
Net carrying
Gross Block Accumulated Depreciation
amount
Particulars Adjustments Adjustments
As at April As at March Upto March For the Upto March As at March
Additions On Deductions On Deductions
1, 2017 31, 2018 31, 2017 year 31, 2018 31, 2018
acquisition / Others (*) acquisition / Others (*)
Owned Assets
Free hold land 157.22 1.00 241.42 (0.35) 399.29 - - - - - 399.29
Buildings 1 172.22 1 470.49 - (64.90) 2 577.81 43.21 47.56 - (3.76) 87.01 2 490.80
Medical Equipments and 928.87 1 011.43 5.33 (11.75) 1 933.88 69.71 104.21 - (1.67) 172.25 1 761.63
Surgical Instruments
Plant & Machinery 159.43 249.31 15.50 (5.30) 418.94 10.81 19.24 3.79 (0.41) 33.43 385.51
Electrical Installation 39.25 159.95 - (1.91) 197.29 5.24 6.89 - (0.38) 11.75 185.54
Office Equipments 28.14 38.35 1.83 (0.04) 68.28 8.28 10.10 1.34 (0.03) 19.69 48.59
Computers and Printers 28.07 15.84 - (0.23) 43.68 9.38 11.74 - (0.05) 21.07 22.61
Furniture and Fixtures 87.86 280.76 - (5.69) 362.93 7.97 13.52 - (0.30) 21.19 341.74
Vehicles 50.48 20.22 0.48 (0.87) 70.31 5.12 8.26 0.22 (0.39) 13.21 57.10
Leasehold Assets
Land 729.85 3.88 - - 733.73 12.82 14.99 - - 27.81 705.92
3 381.39 3 251.23 264.56 (91.04) 6 806.14 172.54 236.51 5.35 (6.99) 407.41 6 398.73

Notes:
The following adjustments have been made in respect of Property, Plant and Equipments of one of the subsidiary companies i.e. Vrundavan Shalby Hospitals Limited.
(Refer Note 20)

(` In Million)
Accumulated Depreciation
Particulars Gross Block
and Impairment
Assets reclassified as held for sale 80.79 14.05
Assets discarded 1.17 -
Provision for Impairment of assets - 7.10

Annual Report 2017-18


Financial Statements

181
Notes to the Consolidated Financial Statements
for the year ended March 31, 2018

182
Note 5.1 : As at March 31, 2017
(` in Million)
Net carrying
Gross Block Accumulated Depreciation
amount
Particulars Adjustments Adjustments
As at April As at March Upto March For the Upto March As at March
Additions On Deductions On Deductions
1, 2016 31, 2017 31, 2016 year 31, 2017 31, 2017
acquisition / Others acquisition / Others
Owned Assets
Free hold land 310.53 - - (153.31) 157.22 - - - - - 157.22
Buildings 1 168.67 11.06 - (7.51) 1 172.22 - 43.21 - - 43.21 1 129.01
Medical Equipments and 778.69 151.53 - (1.35) 928.87 - 69.74 - (0.03) 69.71 859.16
Surgical Instruments
Plant & Machinery 149.67 2.25 - 7.51 159.43 - 10.81 - - 10.81 148.62
Electrical Installation 37.31 1.94 - - 39.25 - 5.24 - - 5.24 34.01

Shalby Multi-Specialty HospitalS


Office Equipments 24.44 3.70 - - 28.14 - 8.28 - - 8.28 19.86
Computers and Printers 19.84 8.28 - (0.05) 28.07 - 9.37 - 0.01 9.38 18.69
Furniture and Fixtures 80.17 7.61 - 0.08 87.86 - 7.97 - - 7.97 79.89
Vehicles 32.31 18.38 - (0.21) 50.48 - 5.13 - (0.01) 5.12 45.36
Leasehold Assets
Land 576.20 0.34 - 153.31 729.85 - 12.82 - - 12.82 717.03
3 177.83 205.09 - (1.53) 3 381.39 - 172.57 - (0.03) 172.54 3 208.85
Note
The Group has elected to continue with the carrying value of all of its property, plant and equipment recognised as of April 1, 2016 (transition date), measured as per
the previous GAAP and use that carrying value as its deemed cost as of the transition date. Details of gross block, accumulated depreciation and net block as per Indian
GAAP are given in note 6.3
Note 6.3 : Gross block, accumulated depreciation and net block as per Indian GAAP as at April 1, 2016
(` in Million)
Particulars Gross carrying amount Accumulated Depreciation Net carrying amount
Owned Assets
Free hold land 310.53 - 310.53
Buildings 1 287.18 118.51 1 168.67
Medical Equipments and Surgical Instruments 1 328.05 549.36 778.69
Plant & Machinery 248.93 99.26 149.67
Electrical Installation 86.00 48.69 37.31
Office Equipments 87.79 63.35 24.44
Computers and Printers 59.20 39.36 19.84
Furniture and Fixtures 153.02 72.85 80.17
Vehicles 58.27 25.96 32.31
Leasehold assets
Land 626.35 50.15 576.20
4 245.32 1 067.49 3 177.83
Financial Statements

Notes to the Consolidated Financial Statements


for the year ended March 31, 2018

Note 7 : Capital work in progress


Note 7.1 : As at March 31, 2018
(` in Million)
As at (Deductions)/ As at
Particulars Additions Capitalised
April 1, 2017 Adjustment March 31, 2018
Projects Under Development 2 207.03 1 410.27 - (3 153.27) 464.03

Note 7.2 : As at March 31, 2017


(` in Million)
As at (Deductions)/ As at
Particulars Additions Capitalised
April 1, 2016 Adjustment March 31, 2017
Projects Under Development 821.87 1 402.77 (16.56) (1.05) 2 207.03
Note:
The Group has elected to continue with the carrying value of all of its property, plant and equipment recognised as of April 1, 2016
(transition date), measured as per the previous GAAP and use that carrying value as its deemed cost as of the transition date.

Note 7.3 : As at April 1, 2016


(` in Million)
As at
Particulars
April 1, 2016
Projects Under Development 821.87

Note 8 : Other Intangible Assets


Note 8.1 : As at March 31, 2018
(` in Million)
Net carrying
Gross Block Accumulated Depreciation
amount
Particulars
As at April Deductions/ As at March Upto March For the Deductions/ Upto March As at March
Additions
1, 2017 Adjustment (*) 31, 2018 31, 2017 year Adjustment 31, 2018 31, 2018
Owned Assets
Softwares 4.52 2.73 (0.05) 7.20 2.86 1.42 - 4.28 2.92
Trademark - 0.06 - 0.06 - 0.02 - 0.02 0.04
4.52 2.79 (0.05) 7.26 2.86 1.44 - 4.30 2.96
(*) Includes Intangible Assets of one of the subsidiary companies i.e. Vrundavan Shalby Hospitals Limited amounting to ` 0.05 million
reclassified under the head Asset held for sale. (Refer Note 20)
Note 8.2 : As at March 31, 2017
(` in Million)
Net carrying
Gross Block Accumulated Depreciation
amount
Particulars
As at April Deductions/ As at March Upto March For the Deductions/ Upto March As at March
Additions
1, 2016 Adjustment 31, 2017 31, 2016 year Adjustment 31, 2017 31, 2017
Owned Assets
Softwares 3.68 1.01 (0.17) 4.52 - 2.81 0.05 2.86 1.66
Note
The Group has elected to continue with the carrying value of all of its Intangible Assets recognised as of April 1, 2016 (transition date),
measured as per the previous GAAP and use that carrying value as its deemed cost as of the transition date. Details of gross block,
accumulated depreciation and net block as per Indian GAAP are given in note 8.3

Annual Report 2017-18 183


Notes to the Consolidated Financial Statements
for the year ended March 31, 2018

Note 8.3 : Gross block, accumulated depreciation and net block as per Indian GAAP as at April 1, 2016
(` in Million)
Gross carrying Accumulated Net carrying
Particulars
amount Depreciation amount
Owned Assets
Softwares 22.06 18.38 3.68

Note 9 : Intangible Assets under development


Note 9.1 : As at March 31, 2018
(` in Million)
As at (Deductions)/ As at
Particulars Additions Capitalised
April 1, 2017 Adjustment March 31, 2018
Trademark 0.06 - - (0.06) -
Computer Software 2.21 1.61 - - 3.82
2.27 1.61 - (0.06) 3.82

Note 9.2 : As at March 31, 2017


(` in Million)
As at (Deductions)/ As at
Particulars Additions Capitalised
April 1, 2016 Adjustment March 31, 2017
Trademark 0.06 - - - 0.06
Computer Software (ERP) - 1.01 1.20 - 2.21
0.06 1.01 1.20 - 2.27

Note
1 The Parent company had applied for registration of nine trademarks to Controller General of Patents Design and Trademarks,
Department of Industrial Policy & Promotion during the period from March 2011 to July 2014, against which either the Department
has objected or third parties have opposed for Registration. The Parent Company, through it’s legal counsel, has submitted the
requisite replies. Pending final registration, the amounts paid towards the same are shown as Intangible assets under Development.

2 The Group has elected to continue with the carrying value of all of its Intangible Assets under Development recognised as of April 1,
2016 (transition date), measured as per the previous GAAP and use that carrying value as its deemed cost as of the transition date.

Note 9.3 : As at April 1, 2016


(` in Million)
As at
Particulars
April 1, 2016
Trademark 0.06

184 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Consolidated Financial Statements


for the year ended March 31, 2018

Note 10 : Investments
(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Non current
Financial instruments at FVTPL
Membership 1.10 1.10 1.10
Total: 1.10 1.10 1.10

Note 11 : Other Financial Assets


(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Non- current
Security deposits 16.64 16.43 11.05
Fixed Deposit with Original Maturity of more than 12 months (*) 2.70 2.70 1.45
Interest accrued but not due on fixed deposit 0.08 0.04 0.16
Business Advances 210.00 - -
229.42 19.17 12.66
Current
Notice period recovery receivable (Doctors) 19.72 20.47 -
Government Grant Receivable 58.52 106.00 -
Security deposits 29.07 0.56 0.44
Interest accrued on loans 11.42 2.81 2.64
Other Recoverables 10.32 0.60 4.18
129.05 130.44 7.26
Total 358.47 149.61 19.92
* The above fixed deposits with banks are held as margin money against bank guarantee.

Note 12 : Tax Expenses


Note 12.1 : Deferred tax liabilities (Net)
(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Opening balance 0.01 1.67 1.67
Adjustment for the current year
Charged / (Credited) through Statement Profit & Loss - (1.66) -
Charged / (Credited) through OCI - - -
Deferred tax created directly through Reserves - - -
Closing balance 0.01 0.01 1.67

Annual Report 2017-18 185


Notes to the Consolidated Financial Statements
for the year ended March 31, 2018

Note 12.2 : Deferred tax assets (Net)


(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Opening balance 71.70 170.85 170.85
Adjustment for the current year
(Charged) / Credited through Statement Profit & Loss (41.75) (100.39) -
(Charged) / Credited through OCI (1.45) 1.24 -
(Charged) / Credited directly through Reserves 84.86 - -
Closing balance 113.36 71.70 170.85

Note 12.3 : Significant components of deferred tax are shown in the following table:
(` in Million)
(Charged) (Charged)
/ Credited / Credited
As at As at
through P & L through P As at
Particulars March 31, March 31,
and OCI and & L and OCI April 1, 2016
2018 2017
directly in and directly
reserves in reserves
Deferred tax liabilities
Difference of book depreciation and tax 1 540.27 1 025.80 514.47 25.23 489.24
depreciation
Deferred tax assets
Provision for leave obligation and gratuity 1.32 (6.54) 7.86 1.51 6.35
Unabsorbed business loss and depreciation 1 166.84 888.54 278.30 (183.77) 462.07
MAT Credit entitlement 400.60 100.60 300.00 110.00 190.00
Share Issue Expenses 84.86 84.86 - - -
1 653.62 1 067.46 586.16 (72.26) 658.42
Deferred tax Liabilities / (Assets) (Net) 113.35 41.66 71.69 (97.49) 169.18
Note 12.4 : Income tax expense has been allocated as follows:
(` in Million)
March 31, 2018 March 31, 2017
Income tax expense recognised in the Statement of Profit and loss
Current tax on profits for the year 103.84 119.22
Deferred tax recognised through Statement of Profit and Loss
Decrease / (increase) in deferred tax assets (981.66) 67.98
(Decrease) / increase in deferred tax liabilities 1 024.86 29.51
Deferred tax recognised in Other Comprehensive Income (1.45) 1.24
41.75 98.73
Income tax expense / (income) attributable to continuing operations 145.59 217.95
Deferred tax recognised through other comprehensive income
Decrease / (increase) in deferred tax liabilities (1.45) 1.24

186 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Consolidated Financial Statements


for the year ended March 31, 2018

Note 13 : Other Non - Current / Current Assets


(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Non- current
Capital advances 74.79 43.20 8.89
Advances for Acquisition of Hospital - 320.49 266.41
74.79 363.69 275.30
Current
Balance with excise, customs and other authorities 29.14 26.47 11.61
Pre-paid expenses 6.58 6.16 3.39
Advance to suppliers 15.88 5.44 3.29
Advance to staff and doctors 3.82 6.16 5.93
Unbilled revenue (Net) 58.09 - 23.65
Other recoverable 2.44 3.46 0.57
115.95 47.69 48.44
Total: 190.74 411.38 323.74

Note 14 : Inventories
(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Medicines and Medicare Items 23.17 33.78 24.15
Materials and Consumables 87.59 35.31 42.64
General Stores 9.77 7.38 8.10
Total: 120.53 76.47 74.89

Note 15 : Trade Receivables


(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Unsecured
Considered good 609.07 336.31 292.77
Considered Doubtful 3.79 21.53 13.24
612.86 357.84 306.01
Less: Allowance for expected credit loss / Provision for excepted
(6.41) (21.53) (13.24)
credit losses and doubtful debts
Total: 606.45 336.31 292.77
Included in the financial statement as follows:
Non-current - - -
Current 606.45 336.31 292.77
Total: 606.45 336.31 292.77

Annual Report 2017-18 187


Notes to the Consolidated Financial Statements
for the year ended March 31, 2018

Note 16 : Cash and Cash Equivalents


(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Balance with Bank
Current accounts 69.39 52.28 40.59
Fixed Deposits with maturity less than 3 months (*) 38.90 48.74 39.15
Cash on hand 8.40 15.95 9.41
Total: 116.69 116.97 89.15
* The above fixed deposits with banks are held as margin money against letter of credit and bank guarantee.

Note 17 : Other Bank Balances


(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Fixed Deposits with Original Maturity for more than 3 months
1 042.29 41.53 71.76
but less than 12 months (*)
* The above fixed deposits with banks are held as margin money against letter of credit and bank guarantee.

Note 18 : Loans
(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
(Unsecured considered good)
Current
Loans to other entities - 56.15 33.44

Note 19 : Current Tax Assets (Net)


(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Current
Advance Tax 666.19 701.15 595.75
Less : Provision for tax 562.13 616.65 498.00
104.06 84.50 97.75

188 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Consolidated Financial Statements


for the year ended March 31, 2018

Note 20 : Assets classified as held for sale and Liabilities directly associated with assets classified as held for sale
Note 20.1 Assets classified as held for sale
(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Non-current assets
Property, Plant and Equipment 80.79 - -
Intangible assets 0.05 - -
Less : Accumulated Depreciation and amortisation (14.05) - -
66.79 - -
Current assets
Cash and cash equivalents 0.40 - -
Other Bank Balances 0.48 - -
Trade receivable
Considered Doubtful 17.47 - -
(17.47) - -
- - -
Other Financial Assets 0.22 - -
Current tax assets (Net) 3.28 - -
Other Current Assets 0.34 - -
4.72 - -
71.51 - -
Note 20.2 Liabilities directly associated with assets classified as held for sale
(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Current Liabilities
Trade Payables 1.47 - -
Other Current Liabilities 0.50 - -
Total: 1.97 - -
Net Carrying Value: 69.54 - -
Note:
1 In case of one of the subsidiary company i.e. Vrundavan Shalby Hospitals Limited (“such subsidiary company”), the proceeding
u/s. 397-398 of the Companies Act, 1956, instituted by two shareholders of the company vide company petition no. 18/2015 (CA
14/2017) before Company Law Board and later upon order of Hon’ble High Court of Mumbai at Goa remanded back to Hon’ble
National Company Law Tribunal (NCLT), Mumbai Bench, has been disposed off vide order dated August 18, 2017 in pursuance of final
settlement arrived at between the parties to the dispute post filing the consent terms dated July 14, 2017 before the appropriate
authorities.

2 Pursuant to aforesaid settlement and consent terms dated July 14, 2017 filed before NCLT, the two shareholders, i.e. Dr. Digambar
Naik and Mrs. Mangala Naik, agreed to transfer their balance entire 45% shareholding in such subsidiary company i.e. 40,500

Annual Report 2017-18 189


Notes to the Consolidated Financial Statements
for the year ended March 31, 2018

shares owned by Dr. Digambar Naik and 40,500 shares owned by Mrs. Mangala Naik, in favour of Parent Company, at agreed total
consideration of ` 46.80 million to be paid by Parent Company. Such subsidiary company, by virtue of such settlement and upon
transfer of aforesaid shares, became wholly owned subsidiary company of Parent Company. Further by virtue of settlement, the
aforesaid two shareholders i.e. Dr. Digambar Naik and Mrs. Mangala Naik have agreed to settle all their rights, claims, entitlement
as shareholders, directors or in any other capacity at a consideration referred above as full and final settlement. In view of such full
and final settlement the amount of outstanding unsecured loan along with interest payable thereon by the company is no longer
payable to Dr. Digambar Naik and accordingly the same has been transferred to Consolidated Statement of Profit and Loss for the
current financial year under the head “Sundry balances written back”.

3 Pursuant to settlement referred above note 20.2, the Such subsidiary company, in an attempt to resume the operations at hospitals,
could not find it financial viable and therefore the Board of Directors of the company, vide Board resolution passed on January 9,
2018, consented to cease the entire operations with immediate effect. Consequent to such resolution, the Ind AS financial statements
of the company for the current financial year have been prepared on assumption that the such subsidiary company henceforth is
non-going concern.

4 Further, The Board of Directors of the Parent company in its meeting held on January 9, 2018 had decided to sale its Investment of
such subsidiary company. Therefore, assets and liabilities of such subsidiary company has been classified as assets held for sale. The
Net carrying value of assets and liabilities of such subsidiary company as at March 31, 2018 amounts to ` 69.54 million. Based on the
circle rates prevailing currently, the management expects to realise the consideration higher than the Investment of such subsidiary
company. Management expects the process of sale to be completed within 12 months from March 31, 2018.

Note 21 : Equity share capital


(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Authorised share capital
11,77,50,000 (March 31, 2017: 11,12,50,000; April 1, 2016:
1 177.50 1 112.50 992.50
9,92,50,000) Equity Shares of ` 10 each
NIL (March 31, 2017: NIL; April 1, 2016: 20,00,000) Convertible /
- - 20.00
Redeemable Preference Shares of ` 10 each
1 177.50 1 112.50 1 012.50
Issued share capital
10,80,09,770 (March 31, 2017: 8,74,47,932; April 1, 2016:
1 080.10 874.48 873.55
8,73,54,932) Equity Shares of ` 10 each
Subscribed and fully paid up
10,80,09,770 (March 31, 2017: 8,74,08,932; April 1, 2016:
1 080.10 874.09 873.55
8,73,54,932) Equity Shares of ` 10 each

190 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Consolidated Financial Statements


for the year ended March 31, 2018

Note 21.1 Reconciliation of number of shares outstanding at the beginning and at the end of the Reporting Year

As at As at
March 31, 2018 March 31, 2017
At the beginning of the year 8 74 08 932 8 73 54 932
Add:
Shares issued for Cash or Right Issue 2 06 00 838 54 000
10 80 09 770 8 74 08 932
Less:
Shares bought back / Redemption - -
At the end of the year 10 80 09 770 8 74 08 932

Note 21.2 Rights, Preferences and Restrictions


The Authorised Share Capital of the Company consists of Equity Shares and Preference Shares both having nominal value of ` 10 each.
The rights and privileges to equity shareholders are general in nature and allowed under Companies Act, 2013.

The equity shareholders shall have:


(i) a right to vote in shareholders’ meeting. On a show of hands, every member present in person shall have one vote and on a poll, the
voting rights shall be in proportion to his share of the paid up capital of the Company;
(ii) a right to receive dividend in proportion to the amount of capital paid up on the shares held.

The shareholders are not entitled to exercise any voting right either in person or through proxy at any meeting of the Company if calls or
other sums payable have not been paid on due date.

In the event of winding up of the Company, the distribution of available assets/losses to the equity shareholders shall be in proportion to
the paid up capital.

Note 21.3 Details of shareholders holding more than 5% Shares in the company
As at March 31, 2018 As at March 31, 2017 As at April 1, 2016
No. of Shares % of holding No. of Shares % of holding No. of Shares % of holding
Shah Family Trust 4 33 27 132 40.11 - - - -
Dr. Vikram I. Shah 77 35 493 7.16 5 20 62 625 59.56 5 20 62 625 59.60
Zodiac Mediquip Limited 3 15 45 448 29.21 3 15 61 048 36.11 3 19 39 348 36.56

Note 21.4 Preference Shares


The Preference Share Capital comprising of 5,33,100 convertible / redeemable Preference Shares of ` 10 each issued at premium have
been considered and classified as Borrowings and accordingly disclosed under the head non current borrowings at amortised cost and
the difference between the value of Preference Shares and the amortised cost has been adjusted against the opening reserves.

Annual Report 2017-18 191


Notes to the Consolidated Financial Statements
for the year ended March 31, 2018

Note 22 : Other Equity


(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Securities Premium 4 524.11 3.24 -
Capital Redemption Reserve 5.33 5.33 -
Retained Earnings 1 995.72 1 619.48 1 330.28
Share Application money pending allotment - 2.73 -
Capital Reserve on Consolidation 9.18 9.18 9.18
Total: 6 534.34 1 639.96 1 339.46

Note 22.1 : Reconciliation of Other Equity


(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Securities Premium
Balance as per previous financial statements 3.24 - -
Add : Additions during the year 4 681.21 3.24 -
Less: Share Issue Expenses (Net of Taxes) 160.34 - -
Balance at the end of the year 4 524.11 3.24 -
Capital Redemption Reserve
Balance as per previous financial statements 5.33 - -
Add : Additions during the year - 5.33 -
(Refer Note Below)
Balance at the end of the year 5.33 5.33 -
Retained Earnings
Balance as per previous financial statements 1 619.48 1 330.28 1 330.28
Add : Profit for the year 429.23 296.93 -
Add / (Less): OCI for the year 2.81 (2.40) -
Less: Adjustment on acquisition of Non-controlling Interest
(55.80) - -
in Subsidiary Company
Balance available for appropriation 1 995.72 1 624.81 1 330.28
Less: Appropriation
Transfer to Capital Redemption Reserve - 5.33 -
(Refer Note Below)
1 995.72 1 619.48 1 330.28
Share Application money pending allotment
Balance as per previous financial statements 2.73 - -
Add : Additions during the year - 2.73 -
Less: Allotment during the year 2.73 - -
Balance at the end of the year - 2.73 -
Capital Reserve on Consolidation 9.18 9.18 9.18
Total: 6 534.34 1 639.96 1 339.46
Note:
In terms of provisions contained in Section 55 of the Companies Act 2013, the Company has, upon redemption of Preference Shares
pursuant to resolution passed at the meeting held on December 20, 2016, transferred the amount equivalent to the face value of
Preference Shares from the accumulated profits to Capital Redemption Reserve.

192 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Consolidated Financial Statements


for the year ended March 31, 2018

Note 23 : Borrowings
(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Non- current
Secured loans
Term loans from bank
(Refer Note 1 below)
HDFC Bank Limited
In Foreign Currency 68.12 131.19 417.51
In Indian Currency 481.35 630.62 497.43
Bank of Maharastra - 633.22 170.57
Exim bank - 483.23 170.57
IDFC Bank 198.92 - -
Buyers' credit
(Refer Note 2 below)
In Foreign Currency
HDFC Bank Limited - 305.65 253.58
EXIM Bank - 166.31 -
Vehicle loans
HDFC Bank Limited - 0.35 1.08
ICICI Bank limited - 0.95 0.48
Daimler Financial services India Pvt. Ltd. 1.43 3.02 -
Unsecured
Barclays Bank - - 499.50
From NBFC
Barclays Investment & Loans (India) Ltd. - 499.50 -
Preference Share Capital (Including Premium) - - 12.63
(Refer Note Below No. 3)
749.82 2 854.04 2 023.35
Current
Secured
Bank overdraft
Kotak Mahindra Bank 157.16 43.55 4.27
Yes Bank Ltd. - 36.17 -
Unsecured
Working capital demand loan
HDFC Bank Limited - 150.00 -
Repayable on demand
Inter corporate deposit - 30.95 88.91
157.16 260.67 93.18
906.98 3 114.71 2 116.53

Annual Report 2017-18 193


Notes to the Consolidated Financial Statements
for the year ended March 31, 2018

(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Current maturities of long term debts
Secured
Term loans from bank
HDFC Bank Limited
In Foreign Currency 16.25 23.31 101.87
In Indian Currency 15.55 105.49 -
Buyers' credit 190.80 32.67 -
Vehicle loans
HDFC Bank Limited 0.35 0.72 1.72
ICICI Bank limited 0.95 0.77 0.23
Daimler Financial services India Private Limited 1.59 1.45 -
225.49 164.41 103.82
Note:
1 The above term loans have been availed by the Parent Company for the purpose of reimbursement of Capex incurred by hospitals at
S. G. Highway and Bopal and for the purpose of Capex at its hospital at Jabalpur, Jaipur, Naroda, Indore, Surat and Mohali.

2 Pursuant to directions issued by the Reserve Bank of India, the buyers’ credit issued by AD Category - I banks are no longer entitled to
be rolled over and therefore the entire outstanding amount of buyers’ credit are due for repayment within the period of 12 months.
Accordingly, the same has been classified under the head “ Current Financial Liabilities.”

3 Reference is invited to note 21.4 with regard to disclosure of preference share capital.

194 Shalby Multi-Specialty HospitalS


Notes to the Consolidated Financial Statements
for the year ended March 31, 2018

4. Principal Terms and Conditions of borrowings as at March 31, 2018


(a) Secured
(i) Term loans
(` in Million)
Outstanding
Sr. Name of Rate of Re-schedulement/ Prepayment Terms,
Units as at March Repayment Term Security In favor of
No. Lender Interest and related penalty, if any
31, 2018
1 HDFC Bank Jabalpur, S.G. 165.85 7.25% Loans are repayable Within 30 days of interest reset date, the (i) Exclusive charge by way of Equitable HDFC Bank
Limited Highway in 20 equal quarterly Company has the option to prepay the Mortgage of existing hospital situated at Limited (on
installments commencing amount of principal outstanding against Survey no 976, TP scheme no 6, plot no - 118, behalf of SBICAP
from February, 2017. the facility, in part or in full without any Opp. Karnavati Club, S G Highway, Ahmedabad Trustee)
prepayment penalty. Prepayment on - 380005 with total land area admeasuring
any other dates, other than mandatory 6880 sq.mtrs and total constructed building
prepayment event, shall be subject area of 12053.56 sq.mtrs.
to a prepayment penalty of 2% of the
principal amount being prepaid for the
residual maturity of the facility. However, (ii) Exclusive charge by way of hypothecation
if prepayment is made by the borrower of all movable assets including plant and
from fresh equity or internal accruals, no machinery, machinery spares, medical
prepayment penalty shall be payable. equipment (excluding those hypothecated
Should the Company choose to exercise to equipment financiers), tools and
the prepayment option, the lender(s) accessories, furniture, fixtures, vehicles and
must be intimated in writing at least 15 all other movable assets, present and future
working days before the date of exercising of hospitals at S.G. Highway & Jabalpur.
of the prepayment option. In case of part
prepayments, such prepayment shall be (iii) Personal guarantee of Director Dr. Vikram I.
applied proportionately on the balance Shah to the extent of value of land situated
repayments pertaining to the facility. at S.G.Highway Hospital owned by him and
Penalty: Default interest of 2% p.a. over mortgaged under Security.
and above the applicable Interest Rate till
such time such default / non compliance is
cured to the Lender`s satisfaction. (iv) Second pari-passu charge on the entire
current assets, operating cash flows,
receivables, commissions, revenues of
whatsoever nature and wherever arising
present and future, uncalled capital (if any),
present and future of the Borrower. First pari-
passu charge on the current assets shall be
with the working capital lenders.
(v) Exclusive charge by way of equitable
mortgage of the land and building pertaining
to the proposed hospital of Jabalpur.
(vi) Additional Security :
Fixed deposit of ` 54.04 Crores under lien
with HDFC bank

Annual Report 2017-18


Financial Statements

195
Notes to the Consolidated Financial Statements
for the year ended March 31, 2018

196
(` in Million)
Outstanding
Sr. Name of Rate of Re-schedulement/ Prepayment Terms,
Units as at March Repayment Term Security In favor of
No. Lender Interest and related penalty, if any
31, 2018
2 HDFC Bank Jaipur, Indore, 415.43 7.50% Loans are repayable Within 45 days of interest reset date, the (i) First pari-passu charge by way of equitable SBICAP Trustee
Limited Naroda in 24 equal quarterly borrower has the option to prepay the mortgage over land & building pertaining to
installments commencing amount of principal outstanding against hospital at Jaipur and Indore.
from June, 2019. the facility, in part or in full without any (ii) First pari-passu charge by way of equitable
prepayment penalty. Prepayment on mortgage over land and building pertaining
any other dates, other than mandatory to hospital at Naroda.
prepayment event, shall be subject to a
prepayment penalty of 2% of the principal (iii) First ranking Security by way of hypothecation
amount being prepaid for the residual of all the present and future tangible movable
maturity of the facility. assets including plant and machinery
spares, medical equipment (excluding those
Penalty: Default interest of 2%p.a. over hypothecated to equipment financiers), tools
and above the applicable interest Rate till and accessories, furniture, fixtures, vehicles

Shalby Multi-Specialty HospitalS


such time such default / non-compliances and all other movable assets, present and
cured to the Lender’s satisfaction. future of hospitals at Jaipur, Indore and
Naroda.
(iv) Personal guarantee of Director Dr. Vikram I.
Shah to the extent of 50 % of Naroda Land
offered under security.
(v) Second ranking security by way of
hypothecation on the entire current
asset, operating cash flows, receivables,
commissions, revenues of what so ever
nature and wherever arising, present and
future uncalled capital (if any) present and
future, of the company.
(vi) Additional Security :
Fixed deposit of ` 54.04 Crores under lien
with HDFC bank
3 IDFC Bank Surat 198.92 F.D rate + The loan is repayable in Except as given in (i) and (ii) below, any i) Hypothecation of Surat facility current assets IDFC Bank
0.7% p.a 28 structured quarterly prepayment of the loan made by the (including cashflows) and all movable assets
till Loan installments starting borrower shall be with a prepayment including plant and machinery, medical
is backed from June 30, 2019 & premium of 2% of the principal amount equipment etc. present and future and
by F.D ending on March 31, being prepaid. exclusive mortgage of leasehold rights (of
6.85 + 0.7 2026. i) The borrower shall have a right to land) together with building
= 7.55% prepay the loan in full but not in ii) First pari-passu hypothecation of SG highway
part within 30 days of the reset date unit receivable and cash flows. Pari-passu
without any prepayment premium charge to be shared with HDFC bank term
ii) The borrower shall have to mandatory loan sanction amount of ` 150 crore.
prepay the loan to the extent of Additional Security :
atleast 30% of the outstanding Fixed deposit of ` 20 Crores under lien with IDFC
amount from IPO proceeds without bank
any prepayment premium.
Notes to the Consolidated Financial Statements
for the year ended March 31, 2018
(ii) Buyer’s Credit
(` in Million)
Outstanding Re-schedulement/ Prepayment
Sr. Name of
as at March Rate of Interest Repayment Term Terms, and related penalty, if Security In favor of
No. Lender
31, 2018 any
1 HDFC Bank 172.251 Ranges between 6M LIBOR + Pursuant to directions issued by the Reserve Bank of Not Applicable Security as specified for HDFC Bank Limited
Limited 15 BPS to 6M LIBOR + 175 BPS India, the buyers’ credit issued by AD Category - I banks Sr. No. 1 and 2
are no longer entitled to be rolled over and therefore
the entire outstanding amount of buyers’ credit are
due for repayment within the period of 12 months
2 EXIM Bank 18.552 Ranges between 6M LIBOR + Pursuant to directions issued by the Reserve Bank of Not Applicable - EXIM Bank
15 BPS to 6M LIBOR + 175 BPS India, the buyers’ credit issued by AD Category - I banks
are no longer entitled to be rolled over and therefore
the entire outstanding amount of buyers’ credit are
due for repayment within the period of 12 months
1 HDFC:-The value in INR has been arrived at based on the exchange rate on March 28, 2018. Accordingly, on March 31, 2018, Outstanding USD were 16,95,321 and exchange rate was 1 USD equal to 65.0441 INR and
Outstanding EURO were 768776.17 and exchange rate was 1 EURO equal to 80.6222 INR

2 EXIM :- The value in INR has been arrived at based on the exchange rate on March 28, 2018. Accordingly, on March 31, 2018, Outstanding USD were 2,85,000 and exchange rate was 1 USD equal to 65.0441 INR.

(iii) Vehicle loans


(` in Million)
Amount
Sr. Name of Outstanding Rate of Re-schedulement/ Prepayment Terms, and related
Units Repayment Term Security In favor of
No. Lender as at March Interest penalty, if any
31, 2018
1 HDFC Bank Mahindra 0.23 9.75% Loans are repayable The Company may, prepay the whole or any part of the The Company hypothecates to and HDFC Bank Limited
Limited Bolero in 36 equal monthly outstanding of respective Loans (including interest, charges in favor of the Bank by way
installments other dues, fees and charges herein) by giving a notice of first and exclusive charge of the
commencing from in writing to that effect. The Company would have to Vehicle as security for the repayment/
March, 2016. give minimum written notice of 30 days expressing his payment by the company of the
intention to prepay the loan amount, unless the same loan granted or to be granted to the
is waived in writing by the bank. The prepayment shall company by the Bank together with
take effect only when the actual payment is received all fees, interest, costs and expenses
by the bank and interest and other charges would be incurred/to be incurred by the Bank
leviable till the end of the month in which prepayment and all other monies payable or to
is actually effected. In such an event the Bank will levy become payable by the company to
prepayment charges as mentioned in the schedule or the Bank.
any rate which is applicable at that time as per Bank`s
policy on the dues outstanding. Prepayment charges:
No foreclosure allowed within 6 months from the date
of availing car loan. 6% of principal outstanding for
preclosures within 1 year from 7th EMI. 5% of principal
Outstanding for preclosures within 13-24 months
from 1st EMI. 3% of principal Outstanding for pre-
closures post 24 months from 1st EMI.

Annual Report 2017-18


2 HDFC Bank Maruti Eco 0.12 9.45% Loans are repayable
Limited in 36 equal monthly
Financial Statements

installments commencing

197
from March, 2016.
Notes to the Consolidated Financial Statements

198
for the year ended March 31, 2018

(` in Million)
Amount
Sr. Name of Outstanding Rate of Re-schedulement/ Prepayment Terms, and related
Units Repayment Term Security In favor of
No. Lender as at March Interest penalty, if any
31, 2018
4 ICICI Bank Force 0.72 9.69% Loans are repayable Prepayment charges: The lessor of the following The Company hypothecates to and ICICI Bank Limited
Limited Ambulance in 36 equal monthly two options plus applicable taxes: (a) 4% of the charges in favor of the Bank by way
installments commencing outstanding amount of the facility, or any other rate of first and exclusive charge of the
from February, 2016. as stipulated by ICICI Bank from time to time. OR (b) Vehicle as security for the repayment/
The total interest amount outstanding as on the date payment by the company of the
of prepayment. loan granted or to be granted to the
company by the Bank together with
all fees, interest, costs and expenses
incurred/to be incurred by the Bank
and all other monies payable or to
become payable by the company to

Shalby Multi-Specialty HospitalS


the Bank.
5 ICICI Bank Force 0.23 10.00%
Limited Ambulance
6 Daimler Mercedez Benz 3.02 8.76% Loans are repayable Prepayment Charges: NA First and exclusive charge of the Daimler Financial
Financial in 36 equal monthly Penalty: 5% per annum plus applicable taxes or Vehicle Services India
Services India installments commencing statutory levies, if any Private Limited
Private Limited from February, 2017.

(iv) Overdraft Facility


(` in Million)
Amount
Sr. Name of Outstanding Rate of Re-schedulement/ Prepayment Terms, and related
Units Repayment Term Security In favor of
No. Lender as at March Interest penalty, if any
31, 2018
1 Kotak Mahindra - 15 7.16 - 12 Months N.A (1) First pari-passu hypothecation SBICAP Trustee
Bank Limited charge to be shared with HDFC
bank on all existing and future
current assets of Krishna Shalby
Hospital belonging to the
Company.
(2) First and exclusive mortgage
charge on immovable properties
being land and building of
Krishna Shalby Hospital situated
at 319 – Green City, Ghuma,
Bopal, Ahmedabad belonging to
the Company.
Additional Security :
Fixed deposit of ` 20 Crore under lien
with Kotak bank
Financial Statements

Notes to the Consolidated Financial Statements


for the year ended March 31, 2018

Note 24 : Other Financial Liabilities


(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Non- Current
Deferred leasehold land premium - - 15.57
Deposits 2.26 1.87 1.77
Retention money 43.97 20.60 12.12
46.23 22.47 29.46
Current
Current Maturities of Long Term Borrowings 225.49 164.41 103.82
Interest Accrued but not due on Borrowings 5.49 20.51 23.38
Creditors for capital goods 189.24 346.33 81.66
Deferred leasehold land premium - 15.57 28.87
Consideration payable - - 38.83
Book overdraft - 3.10 0.03
Retention money 8.44 20.18 11.66
Other Payables
Employees 16.54 13.47 27.20
Others 0.10 4.99 4.76
445.30 588.56 320.21
Total 491.53 611.03 349.67

Note 25 : Provisions
(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Non- Current
Provision for employee benefts
Gratuity (Net of Plan asset) 0.16 0.80 1.05
Gratuity (Unfunded) - - 0.91
Leave obligation 13.55 14.38 7.00
13.71 15.18 8.96
Current
Provision for employee benefits
Gratuity (Net of Plan asset) 3.65 4.99 -
Gratuity (Unfunded) - - 0.07
Leave obligation 2.40 2.48 1.36
Other Provisions - 0.04 0.31
6.05 7.51 1.74
19.76 22.69 10.70

Annual Report 2017-18 199


Notes to the Consolidated Financial Statements
for the year ended March 31, 2018

Note 26 : Other non-current / current liabilities


(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Non- Current
Government Grant (Refer Note Below) 145.89 100.00 -
Less: Released in the statement of Profit and Loss (8.74) (5.61) -
Less: Amount Disclosed under Current Liabilities (8.74) (5.61) -
128.41 88.78 -
Current
Government Grants 8.74 5.61 -
Advance towards Customers 4.00 7.36 4.41
Statutory Liabilities 32.77 31.02 26.23
Other Payable 3.61 0.05 0.15
49.12 44.04 30.79
Total: 177.53 132.82 30.79

Note:
The Parent Company, having established Super Specialty Hospitals at Indore and Jabalpur both in the State of Madhya Pradesh and at
Naroda(Ahmedabad) and Surat both in the state of Gujarat, becomes eligible for one time incentive towards development of Healthcare
sector in terms of Policies of respective State Governments in this regard. The incentive is based on capital investment and therefore
is recognised in the form of capital subsidy. The same, being available against the entire capital investment, has been recognised and
classified in accordance with Significant Accounting Policy referred at note 5.12 to the consolidated financial statements.

Note 27 : Trade Payables


(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Current
Micro, Small and Medium Enterprise - - -
Others 478.45 392.31 468.62
Total: 478.45 392.31 468.62

Trade payables are not-interest bearing and are normally settled within 30-45 days.

Note 28 : Current tax liabilities


(` in Million)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Current
Provision for tax 241.92 83.50 83.50
Less: Advance Tax 236.88 79.79 79.79
5.04 3.71 3.71

200 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Consolidated Financial Statements


for the year ended March 31, 2018

Note 29 : Revenue from Operations


(` in Million)
March 31, 2018 March 31, 2017
Sale of products 89.98 79.27
Sale of services 3 732.77 3 151.95
Other Operating Revenue 9.56 6.44
Total: 3 832.31 3 237.66

Break up of sales of product


(` in Million)
March 31, 2018 March 31, 2017
Medicines & Medicare Items 89.98 79.27

Break up of sales of services


(` in Million)
March 31, 2018 March 31, 2017
Income from Healthcare Services
In Patient Discharge
Domestic 3 139.25 2 680.75
Overseas 130.81 138.92
Out Patient Discharge 304.21 213.13
Dental Care Services 30.32 37.05
Diagnostic Services 53.18 52.25
Clinical Trials 6.79 7.18
Training 37.78 0.28
Orthotrend Event 21.78 15.55
Allied Service 8.65 6.84
Total: 3 732.77 3 151.95

Break up of of other operating revenue


(` in Million)
March 31, 2018 March 31, 2017
Capital Subsidy, Project Consultancy 9.56 6.44

Annual Report 2017-18 201


Notes to the Consolidated Financial Statements
for the year ended March 31, 2018

Note 30 : Other Income


(` in Million)
March 31, 2018 March 31, 2017
Interest Income
From Banks 26.69 7.72
On loans - 2.84
On Service refund 1.52 -
On IT refund - 7.16
Others 0.19 0.30
28.40 18.02
Rent 3.65 2.59
Dividend 1.01 0.19
Liquidated Damages and Penalty Charges 36.92 -
Profit on sale of assets (Net) 0.06 2.33
Foreign Exchange Fluctuation Gain (Net) - 28.15
Gain / (Loss) on Unwinding of SWAP Contract (Net) - 2.97
Other Non-Operating Income
Sundry balances written back (Net) 14.89 6.76
Provision no longer required 0.25 5.14
Miscellaneous 5.75 1.30
20.89 13.20
Total: 90.93 67.45

Note 31 : Operative expenses


(` in Million)
March 31, 2018 March 31, 2017
Materials and Consumables 534.06 417.73
Diagnostic Expenses 68.94 53.48
Fees to Doctors and Consultants 898.07 780.33
Power, Fuel and Water Charges 94.24 75.88
Housekeeping and Catering 109.58 84.90
Attendants and Securities 98.34 85.49
Linen & Uniform 5.72 3.22
Other Operative Expenses 18.94 13.51
Total: 1 827.89 1 514.54

Note 32 : Purchase of Stock-in-trade


(` in Million)
March 31, 2018 March 31, 2017
Medicines and Medicare Items 396.75 366.96

202 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Consolidated Financial Statements


for the year ended March 31, 2018

Note 33 : Changes in inventories


(` in Million)
March 31, 2018 March 31, 2017
Inventory at the end of the year
Medicine and Medical Items 23.17 15.13
Inventory at the beginning of the year
Medicine and Medical Items 15.13 10.46
(Increase) / Decrease in stocks: (8.04) (4.67)

Note 34 : Employee benefits expense


(` in Million)
March 31, 2018 March 31, 2017
Salary, Allowances & Bonus 426.11 370.90
Contribution to Provident & other funds 24.50 17.83
Staff Welfare expenses 0.19 0.25
Total: 450.80 388.98

Note 35 : Finance Cost


(` in Million)
March 31, 2018 March 31, 2017
Interest
To Bank 108.27 70.84
To NBFC 13.20 24.85
Others 2.23 3.87
Less: Interest subsidy (1.02) (6.00)
122.68 93.56
Preference Dividend (Including DDT) - 3.20
Other Borrowing Cost
Other ancillary Cost 0.88 1.72
Adjustment to Interest cost on foreign currency translation - 7.54
Total: 123.56 106.02

Note 36 : Depreciation and Amortization


(` in Million)
March 31, 2018 March 31, 2017
Depreciation on property, plant and equipment 227.13 164.21
[Net of Capitalisation of ` 9.38 Million (P. Y. ` 8.36 Million)]
Amortization on intangible assets 1.44 2.81
Total: 228.57 167.02

Annual Report 2017-18 203


Notes to the Consolidated Financial Statements
for the year ended March 31, 2018

Note 37 : Other expenses


(` in Million)
March 31, 2018 March 31, 2017
Advertising and Publicity 71.77 45.71
Auditors' Remuneration 1.83 1.94
Communication 10.90 9.22
Rent, Rates and Taxes 28.59 23.86
Fees and Legal 19.21 22.51
Insurance 5.53 3.27
Stationery and Printing 24.11 12.04
Repairs and Maintenance - Building 4.13 5.60
Repairs and Maintenance - Others 64.89 53.42
Travelling and Conveyance 46.68 56.12
Security expenses 0.56 1.13
Impairment of Assets 7.10 -
Fixed Assets written off / discarded 1.17 0.17
Foreign exchange fluctuations (Net) 16.81 -
Provision for Bad and Doubtful Debts 2.62 8.29
Bank charges 8.85 4.35
Others Expenses 16.22 13.66
Total: 330.97 261.29
Payment to Auditor
As Auditors 1.83 1.94

Note 38 : Earning per Share


March 31, 2018 March 31, 2017
Profit attributable to equity shareholders of the Company (` in Million) 268.89 296.93
[Net of Shares issue expenses of ` 160.34 Million (P. Y. ` NIL)]
Number of Equity Shares 108,009,770 87,408,932
Weighted Average number of Equity Shares 94,356,355 87,358,779
Basic earning per Share (`) 2.85 3.40
Diluted earning per Share (`) 2.85 3.40

204 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Consolidated Financial Statements


for the year ended March 31, 2018

Note 39 : Contingent Liabilities and Commitments


(` in Million)
As at As at
March 31, 2018 March 31, 2017
A Contingent Liabilities not provided for in respect of
(i) Claim against the company not acknowledged as debt 59.38 55.80
(ii) Income tax Demand for Assessment Years
2010-2011 24.61 24.61
2011-2012 13.43 13.43
2012-2013 2.06 2.06
2014-2015 - 13.31
2015-2016 41.42 -
81.52 53.41
(iii) Letter of Credit - 58.93
(iv) Bank Guarantee 43.30 7.72
(v) Sales Tax Demand including Interest & Penalty for Assessment Years (Based on
expert advice received by client)
2009-2010 5.42 5.42
2010-2011 2.02 2.02
2011-2012 2.91 2.91
2012-2013 1.96 1.96
2013-2014 5.20 5.20
(vi) Tax Deducted at Sources Demand for Assessment Year
2014-2015 2.63 29.97
2008-2009 to 2016-2017 0.52 1.04
(vii) Export Obligation under EPCG Scheme 18.84 46.19
B Capital Commitments
Estimated amount of contract remaining to the executed on capital accounts 283.42 951.42

Note 40: Employee Benefits


Note 40.1 Defined contribution plan
The Parent Company has defined contribution plan in form of Provident Fund & Pension Scheme and Employee State Insurance Scheme
for qualifying employees. Under the Schemes, the Parent Company is required to contribute a specified percentage of the payroll costs to
fund the benefits. The total expense recognised in the Statement of profit and loss under employee benefit expenses in respect of such
schemes are given below:

(` in Million)
March 31, 2018 March 31, 2017
Contribution to Provident Fund and Pension Scheme, included under contribution to 20.21 14.07
provident and other funds
Contribution to Employee State Insurance Scheme, included under contribution to 3.41 2.45
provident and other funds

Annual Report 2017-18 205


Notes to the Consolidated Financial Statements
for the year ended March 31, 2018

Note 40.2 Defined benefit plan


(a) Gratuity
The Parent Company offers gratuity plan for its qualified employees which is payable as per the requirements of Payment of Gratuity
Act, 1972. The benefit vests upon completion of five years of continuous service and once vested it is payable to employees on
retirement or on termination of employment. In case of death while in service, the gratuity is payable irrespective of vesting.

(b) Defined Benefit Plan


The principal assumptions used for the purposes of the actuarial valuations were as follows.

Gratuity
Valuation
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Discount rate 7.60% 7.10% 7.80%
Expected rate(s) of salary increase 6.00% 6.00% 6.00%
Rate of return on plan assets 7.60% 7.10% 7.80%

Leave Encashment
Valuation
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Discount rate 7.60% 7.10% 7.80%
Expected rate(s) of salary increase 6.00% 6.00% 6.00%

The following table sets out the status of the amounts recognised in the balance sheet and movements in the net defined benefit
obligation as at March 31, 2018
(` in Million)
March 31, 2018 March 31, 2017
Leave Leave
Gratuity Gratuity
Encashment Encashment
(Funded) (Funded)
(Unfunded) (Unfunded)
Changes in the present value of obligation
1. Present value of obligation (Opening) 11.94 16.86 9.19 8.36
2. Interest cost 0.82 1.11 0.61 0.58
3. Past service cost adjustments/Prior year Charges 0.45 - - -
4. Current service cost 4.99 5.09 3.01 7.75
5. Curtailment Cost / (Gain) - - - -
6. Settlement Cost / (Gain) - - - -
7. Benefits paid (1.09) (3.60) (1.98) (1.56)
8. Actuarial (Gain) / Loss arising from change in financial (0.66) (0.47) 0.65 0.67
assumptions
9. Actuarial (Gain) / Loss arising from change in demographic - - - -
assumptions

206 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Consolidated Financial Statements


for the year ended March 31, 2018

(` in Million)
March 31, 2018 March 31, 2017
Leave Leave
Gratuity Gratuity
Encashment Encashment
(Funded) (Funded)
(Unfunded) (Unfunded)
10. Actuarial (Gain) / Loss arising from change on account of (0.70) (3.04) 0.46 1.06
experience changes
11. Present value of obligation (Closing) 15.75 15.95 11.94 16.86
Changes in the fair value of plan assets
1. Present value of plan assets (Opening) 6.16 - 7.16 -
2 Past contribution / Adjustment to Opening Fund - - (0.48) -
3. Expected return on plan assets 0.59 - 0.63 -
4. Interest Income - - - -
5. Actuarial Gain / (Loss) (0.68) - (0.16) -
6. Employers Contributions 6.96 - 0.31 -
7. Employees Contributions - - - -
8. Benefits paid (1.09) - (1.00) -
9. Expense deducted from the fund - - (0.31) -
10. Fair Value of Plan Assets (Closing) 11.94 - 6.15 -
Percentage of each category of plan assets to total fair value
of plan assets at the year end
1. Bank Deposits - - - -
2. Debt Instruments - - - -
3. Administered by Life Insurance Corporation of India 100% - 100% -
4. Others - - - -

Reconciliation of Present Value of Defined Benefit Obligation and the Fair value of Assets
(` in Million)
March 31, 2018 March 31, 2017
Leave Leave
Gratuity Gratuity
Encashment Encashment
Present Value of funded obligation at the end of the year 15.75 - 11.94 -
Fair Value of Plan Assets as at the end of the period 11.94 - 6.15 -
Amount not recognised due to asset limit - - - -
Deficit of funded plan 3.81 - 5.79 -
Deficit of unfunded plan - 15.95 - 16.86
- Current 3.65 2.40 4.99 2.48
- Non current 0.16 13.55 0.80 14.38

Annual Report 2017-18 207


Notes to the Consolidated Financial Statements
for the year ended March 31, 2018

Amount recognized in statement of profit and loss in respect of defined benefit plan are as follows:
(` in Million)
March 31, 2018 March 31, 2017
Leave Leave
Gratuity Gratuity
Encashment Encashment
Current Service Cost 4.99 5.09 3.01 7.75
Past Service Cost 0.45 - - -
Adjustment to opening fund - - - -
Net interest Cost 0.23 1.11 (0.02) 0.58
Adjustment to Opening Fund - - 0.33 -
Net value of remeasurements on the obligation and plan assets - (3.51) - 2.00
(Gains)/Loss on Settlement - - - -
Total Expenses recognized in the Statement of Profit and Loss # 5.67 2.69 3.32 10.33

# Included in ‘Salary and Wages’ under ‘Employee benefits expense’

Amount recognized in Other Comprehensive Income (OCI) in respect of defined benefit plan are as follows:
(` in Million)
March 31, 2018 March 31, 2017
Leave Leave
Gratuity Gratuity
Encashment Encashment
Re-measurements during the year due to
Changes in financial assumptions (0.66) (0.47) 0.65 0.67
Changes in demographic assumptions - - - -
Experience adjustments (0.70) (3.04) 0.46 (1.33)
Return on plan assets excluding amounts included in interest income 0.68 - (0.47) -
Amount recognised in OCI during the year (0.68) (3.51) 0.64 2.00

(c) Sensitivity analysis


The sensitivity of the defined benefit obligation to changes in the weighted principal assumption is:

Gratuity
Impact on defined benefit obligation
Change in Assumption Increase in Assumptions Decrease in Assumptions
March 31, March 31, March 31, March 31, March 31, March 31,
2018 2017 2018 2017 2018 2017
Discount rate 0.50% 0.50% Decrease by 4.20% 4.24% Increase by 3.92% 3.96%
Salary growth rate 0.50% 0.50% Increase by 4.03% 4.11% Decrease by 3.72% 3.88%

208 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Consolidated Financial Statements


for the year ended March 31, 2018

Leave Encashment
Impact on defined benefit obligation
Change in Assumption Increase in Assumptions Decrease in Assumptions
March 31, March 31, March 31, March 31, March 31, March 31,
2018 2017 2018 2017 2018 2017
Discount rate 0.50% 0.50% Decrease by 2.94% 3.03% Increase by 2.78% 2.86%
Salary growth rate 0.50% 0.50% Increase by 2.97% 3.05% Decrease by 3.00% 2.90%

The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice,
this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined
benefit obligation to significant actuarial assumptions the same method (present value of the defined obligation calculated with
the projected unit credit method at the end of reporting period) has been applied as when calculating the defined benefit liability
recognised in the consolidated balance sheet. The methods and types of assumptions used in preparing the sensitivity analysis did
not change compared to the prior year.

(d) Major Category of Plan Asset as a % of total Plan Assets


As at March As at March As at April As at March As at March As at April
Category of Assets (% Allocation) 31, 2018 31, 2017 1, 2016 31, 2018 31, 2017 1, 2016
% ` in Million
Insurer managed funds 100.00% 100.00% 100.00% 11.94 6.16 7.01
Total 100.00% 100.00% 100.00% 11.94 6.16 7.01

(e) Risk exposure


Through its defined benefit plans, the group is exposed to a number of risks, the most significant of which are detailed below:

Asset volatility
The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan assets underperform this yield, this
will create a deficit.

The gratuity fund is administered through Life Insurance Corporation of India (insurer) under its group gratuity scheme. Accordingly
almost the entire plan asset investment is maintained by the insurer. These are subject to interest rate risk which is managed by the
insurer.

Changes in bond yields


A decrease in bond yields will increase plan liabilities, although this will be partially offset by an increase in the value of the plans’
assets maintained by the insurer.

(f ) Defined benefit liability and employer contribution


The Parent Company generally eliminates the deficit in the defined benefit gratuity plan with in next one year.

Expected contribution to the post -employment benefit plan (Gratuity) for the year ending March 31, 2019 is ` 3.65 Million.

The weighted average duration of the defined benefit obligation is 10.85 years (2016 – 10.6 years, 2015- 10.53 years).

Annual Report 2017-18 209


Notes to the Consolidated Financial Statements
for the year ended March 31, 2018

The expected maturity analysis of undiscounted post -employment benefit plan (gratuity) is as follows:

(a) Gratuity
(` in Million)
As at March 31, 2018 As at March 31, 2017 As at April 1, 2016
Cash Flow (`) (%) Cash Flow (`) (%) Cash Flow (`) (%)
1st following year 0.92 2.7% 0.79 3.3% 0.88 5.5%
2nd following year 1.16 3.4% 0.83 3.4% 0.62 3.8%
3rd following year 1.28 3.8% 1.09 4.5% 0.88 5.5%
4th following year 1.55 4.6% 1.08 4.5% 0.80 4.9%
5th following year 1.80 5.4% 1.27 5.2% 0.73 4.5%
Sum of year 6 to 10th 8.81 26.2% 5.58 23.0% 3.66 22.6%

(b) Leave Encashment


(` in Million)
As at March 31, 2018 As at March 31, 2017 As at April 1, 2016
Cash Flow (`) (%) Cash Flow (`) (%) Cash Flow (`) (%)
1st following year 2.40 8.7% 2.48 8.7% 1.20 9.1%
2nd following year 2.20 7.9% 2.23 7.9% 1.02 7.7%
3rd following year 2.00 7.2% 2.12 7.5% 1.08 8.2%
4th following year 1.80 6.5% 1.85 6.5% 0.86 6.5%
5th following year 1.70 6.1% 1.72 6.1% 0.76 5.7%
Sum of year 6 to 10th 7.41 26.8% 6.87 24.2% 3.30 24.9%

Note 41: Segment Information


The Group is mainly engaged in the business of setting up and managing hospitals and medical diagnostic services which constitute a
single business segment. These activities are mainly conducted only in one geographical segment viz, India. Therefore, the disclosure
requirements under the Ind AS 108 “Operating Segments” are not applicable.

Note 42: Related Party Disclosures


1. Related Party Disclosures for the year ended March 31, 2018
(a) Details of Related Parties
Sr.
Description of Relationship Names of Related Parties
No.
Promoter Company 1 Zodiac Mediquip Limited
Key Management Personnel (KMP) 2 Dr. Vikram I. Shah
3 Mr. Ravi Bhandari
Relatives of KMP 4 Dr. Darshini V. Shah
5 Mr. Shanay V. Shah

210 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Consolidated Financial Statements


for the year ended March 31, 2018

Sr.
Description of Relationship Names of Related Parties
No.
Enterprise over which KMP / Relatives of KMP exercise 6 Uranus Medical Devices Limited
significant influence through controlling interest (Other 7 Shalby Orthopedic Hospital and Research Center
Related Party)
8 Friends of Shalby Foundation
9 Slaney Healthcare Private Limited

(b) Key management personnel compensation

(` in Million)
Short-term employee benefits 8.96
Termination benefits 1.56
Total Compensation 10.52

(c) Details of transactions with related parties for the year ended March 31, 2018 in the ordinary course of business:

(` in Million)
Enterprise over
which KMP and
Sr. Subsidiary KMP &
Nature of Relationship / Transaction Relatives have Total
No. Companies Relatives
significant
influence
1 Professional Fees
Dr. Vikram I. Shah - 45.23 - 45.23
Dr. Darshini V. Shah - 22.37 - 22.37
2 Rent Expenses
Dr. Vikram I. Shah - 8.41 - 8.41
Shalby Orthopedic Hospital and Research Center - - 0.62 0.62
3 Rent Income
Slaney Healthcare Private Limited - - 0.16 0.16
4 Salary
Ravi Bhandari - 8.96 - 8.96
Mr. Shanay V. Shah - 4.97 - 4.97
5 Commission Expense
Zodiac Mediquip Limited 0.15 - - 0.15
6 Guest House Expenses
Zodiac Mediquip Limited 1.69 - - 1.69
7 Purchase return of medicines, materials and consumables
Slaney Healthcare Private Limited - - 0.35 0.35

Annual Report 2017-18 211


Notes to the Consolidated Financial Statements
for the year ended March 31, 2018

(` in Million)
Enterprise over
which KMP and
Sr. Subsidiary KMP &
Nature of Relationship / Transaction Relatives have Total
No. Companies Relatives
significant
influence
8 Reimbursement of IPO related expenses
Dr. Vikram I. Shah - 12.68 - 12.68
9 Unsecured loan repaid
Zodiac Mediquip Limited 30.95 - - 30.95
21 Interest Expenses
Zodiac Mediquip Limited 2.22 - - 2.22

(d) Amount due to / from related parties as at March 31, 2018

(` in Million)
Enterprise over
which KMP and
Sr. Promoter KMP &
Nature of Relationship / Transaction Relatives have Total
No. Company Relatives
significant
influence
1 Trade Payable
Dr. Vikram I. Shah - 5.55 - 5.55
Dr. Darshini V. Shah - 5.69 - 5.69
Uranus Medical Devices Limited - - 0.40 0.40
Friends of Shalby Foundation - - 0.01 0.01
2 Rent Payable
Dr. Vikram I. Shah - 0.73 - 0.73
Zodiac Mediquip Limited 0.15 - - 0.15
Shalby Orthopedic Hospital and Research Center - - 0.53 0.53
3 Other Receivables
Slaney Healthcare Private Limited - - 0.08 0.08
4 Other Payable
Slaney Healthcare Private Limited - - 0.40 0.40

212 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Consolidated Financial Statements


for the year ended March 31, 2018

2. Related Party Disclosures for the year ended March 31, 2017
(a) Details of Related Parties
Sr.
Description of Relationship Names of Related Parties
No.
Promoter Company 1 Zodiac Mediquip Limited
Key Management Personnel (KMP) 2 Dr. Vikram I. Shah
3 Mr. Ravi Bhandari
Relatives of KMP 4 Dr. Darshini V. Shah
5 Mr. Shanay V. Shah
Enterprise over which KMP / Relatives of KMP exercise 6 Uranus Medical Devices Limited
significant influence through controlling interest (Other 7 Shalby Orthopedic Hospital and Research Center
Related Party)
8 Friends of Shalby Foundation
9 Slaney Healthcare Private Limited

(b) Key management personnel compensation


(` in Million)
Particulars
Short-term employee benefits 7.92
Termination benefits 1.56
Total Compensation 9.48

(c) Details of transactions with related parties for the year ended March 31, 2017 in the ordinary course of business:

(` in Million)
Enterprise over
which KMP and
Sr. Promoter KMP &
Nature of Relationship / Transaction Relatives have Total
No. Company Relatives
significant
influence
1 Professional Fees
Dr. Vikram I. Shah - 44.73 - 44.73
Dr. Darshini V. Shah - 26.78 - 26.78
2 Unsecured Loan taken
Zodiac Mediquip Limited 2.55 - - 2.55
3 Advance towards reimbursement of expenditure
Slaney Healthcare Private Limited - - 0.09 0.09
4 Purchase of medicines, materials and consumables
Slaney Healthcare Private Limited - - 0.63 0.63
Uranus Medical Devices Limited - - 0.33 0.33

Annual Report 2017-18 213


Notes to the Consolidated Financial Statements
for the year ended March 31, 2018

(` in Million)
Enterprise over
which KMP and
Sr. Promoter KMP &
Nature of Relationship / Transaction Relatives have Total
No. Company Relatives
significant
influence
5 Rent Expenses
Dr. Vikram I. Shah - 6.90 - 6.90
Shalby Orthopedic Hospital and Research Center - - 0.76 0.76
6 Rent Income
Slaney Healthcare Private Limited - - 0.06 0.06
7 Salary
Ravi Bhandari - 7.92 - 7.92
Mr. Shanay V. Shah - 3.90 - 3.90
8 Commission Expense
Zodiac Mediquip Limited 0.13 - - 0.13
9 Guest House Expenses
Zodiac Mediquip Limited 1.75 - - 1.75
10 Interest Expenses
Zodiac Mediquip Limited 1.09 - - 1.09

(d) Amount due to / from related parties as at March 31, 2017


(` in Million)
Enterprise over
which KMP and
Sr. Promoter KMP &
Nature of Relationship / Transaction Relatives have Total
No. Company Relatives
significant
influence
1 Trade Payable
Dr. Vikram I. Shah - 3.53 - 3.53
Dr. Darshini V. Shah - 3.45 - 3.45
Uranus Medical Devices Limited - - 0.40 0.40
Zodiac Mediquip Limited 0.76 - - 0.76
Friends of Shalby Foundation - - 0.01 0.01
2 Rent Payable
Shalby Orthopedic Hospital and Research Center - - 0.68 0.68
3 Other Receivables
Slaney Healthcare Private Limited - - 0.12 0.12
4 Commission Payable
Zodiac Mediquip Limited 0.04 - - 0.04

214 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Consolidated Financial Statements


for the year ended March 31, 2018

(` in Million)
Enterprise over
which KMP and
Sr. Promoter KMP &
Nature of Relationship / Transaction Relatives have Total
No. Company Relatives
significant
influence
5 Short term borrowing
Zodiac Mediquip Limited 30.95 - - 30.95
6 Interest Payable
Zodiac Mediquip Limited 5.13 - - 5.13

3. Amount due to / from related parties as at April 1, 2016


(` in Million)
Enterprise over
which KMP and
Sr. Promoter KMP &
Nature of Relationship / Transaction Relatives have Total
No. Company Relatives
significant
influence
1 Trade Payable
Dr. Vikram I. Shah - 3.60 - 3.60
Dr. Darshini V. Shah - 5.83 - 5.83
Uranus Medical Devices Limited - - 0.12 0.12
Zodiac Mediquip Limited 0.86 - - 0.86
Friends of Shalby Foundation - - 0.01 0.01
Slaney Healthcare Private Limited - - 0.35 0.35
2 Rent Payable
Shalby Orthopedic Hospital and Research Center - - 0.15 0.15
3 Short term advances
Uranus Medical Devices Limited - - 0.04 0.04
4 Unsecured Loan taken
Zodiac Mediquip Limited 28.40 - - 28.40
5 Interest Payable
Zodiac Mediquip Limited 1.64 - - 1.64

Note 43: Business Combinations


Summary of acquisition
Pursuant to scheme of Arrangement under section 391 to 394 of the Companies Act, 1956, the Parent Company on date September 7,
2015 acquired Hospital division of Kamesh Bhargava Hospital and Research Centre Limited on a going concern basis. The acquisition has
been accounted for using the acquisition method of accounting.
(` in Million)
Purchase consideration
Cash paid 371.37
Total purchase consideration 371.37

Annual Report 2017-18 215


Notes to the Consolidated Financial Statements
for the year ended March 31, 2018

All the assets and liabilities as at September 7, 2015 of the Hospital division of Kamesh Bhargava Hospital and Research Centre Private
Limited have been transferred to the Parent Company at fair value which is summarized below:
(` in Million)
Particulars
Assets
Non-current assets
Property, plant and equipment 369.72
Other Financial Assets (Non-current) 1.23
Current Assets
Inventories 0.55
Financial assets (Current)
Cash and Cash equivalents 1.15
Other financial assets 2.52
Other current assets 0.36
Total (A): 375.53
Equity and liabilities
Non-current liabilities
Provisions 1.17
Current liabilities
Borrowings 79.22
Other financial liabilities (Current) 5.74
Total (B): 86.13
Net identifiable assets acquired (A-B) 289.40

Consequent to this, financial information in the Consolidated financial statements are restated to account for the Scheme of arrangement
as per the requirement of Appendix C of Ind AS - 103 “Business Combination”.
(` in Million)
Calculation of goodwill
Fair value of net assets acquired 289.40
Less: Purchase consideration 371.37
Goodwill 81.97

Note 44: Capital Management


The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximizing the
return to stakeholders through the optimization of the debt and equity balance. The capital structure of the Group consists of net debt
(borrowings offset by cash and bank balances) and total equity of the Group.
(` in Million)
As at As at As at
Particulars
March 31, 2018 March 31, 2017 April 1, 2016
Total equity attributable to the equity share holders of the 7 614.43 2 514.05 2 213.01
company
As percentage of total capital 88.23% 45.22% 51.92%
Current loans and borrowings 382.65 425.08 197.00
Non-current loans and borrowings 749.82 2 854.04 2 023.55
Total loans and borrowings 1 132.47 3 279.12 2220.55

216 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Consolidated Financial Statements


for the year ended March 31, 2018

(` in Million)
As at As at As at
Particulars
March 31, 2018 March 31, 2017 April 1, 2016
Cash and cash equivalents 116.69 116.97 89.15
Net loans & borrowings 1 015.78 3 162.15 2 131.40
As a percentage of total capital 11.77% 55.71% 49.06%
Total capital (loans and borrowings and equity) 8630.21 5676.20 4344.41

Note 45: Fair value measurements


A. Financial instruments by category
(` in Millions]
March 31, 2018 March 31, 2017 April 1, 2016
Amortized Amortized Amortized
FVTPL FVTOCI FVTPL FVTOCI FVTPL FVTOCI
cost cost cost
Financial Assets
Investments - 1.10 - - 1.10 - - 1.10 -
Loans - - - 56.15 - - 33.44 - -
Trade and other receivables 606.45 - - 336.31 - - 292.77 - -
Cash and cash Equivalents 116.69 - - 116.97 - - 89.15 - -
Other bank balances 1 042.29 - - 41.53 - - 71.76 - -
Other financial assets 358.45 - - 149.59 - - 19.90 - -
Total Financial Assets 2 123.88 1.10 - 700.55 1.10 - 507.02 1.10 -
Financial Liabilities
Borrowings 906.98 - - 3 114.71 - - 2 116.53 - -
Trade payables 478.45 - - 392.31 - - 468,.62 - -
Other financial liabilities 491.53 - - 611.03 - - 349.67 - -
Total Financial Liabilities 1 876.96 - - 4 118.05 - - 2 934.82 - -

Fair value hierarchy


The following section explains the judgments and estimates made in determining the fair values of the financial instruments that
are recognized and measured at fair value through profit or loss. To provide an indication about the reliability of the inputs used
in determining fair value, the Group has classified its financial investments into the three levels prescribed under the accounting
standard. An explanation of each level follows underneath the table.

B. Fair value hierarchy for assets


Financial assets measured at fair value at March 31, 2018
(` in Million)
Level 1 Level 2 Level 3 Total
Financial Assets
Investments
- Membership fees - - 1.10 1.10

Annual Report 2017-18 217


Notes to the Consolidated Financial Statements
for the year ended March 31, 2018

Financial assets measured at fair value at March 31, 2017


(` in Million)
Level 1 Level 2 Level 3 Total
Financial Assets
Investments
- Membership fees - - 1.10 1.10

Financial assets measured at fair value at April 1, 2016


(` in Million)
Level 1 Level 2 Level 3 Total
Financial Assets
Investments
- Membership fees - - 1.10 1.10

Notes:
Level 1 hierarchy includes financial instruments measured using quoted prices (unadjusted) in active market for identical assets that
the entity can access at the measurement date. This represents mutual funds that have price quoted by the respective mutual fund
houses and are valued using the closing Net asset value (NAV).
Level 2 hierarchy includes the fair value of financial instruments measured using quoted prices for identical or similar assets in
markets that are not active.
Level 3 if one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is
the case for unlisted compound instruments.
There are no transfers between any of these levels during the year. The Company’s policy is to recognize transfers into and transfers
out of fair value hierarchy levels as at the end of the reporting period.

C. Valuation techniques used to determine fair value


Specific valuation techniques used to value financial instruments include:
(i) The use of quoted market prices or mutual fund houses quotes (NAV) for such instruments. This is included in Level 1

D. Fair value of financial assets and liabilities measured at amortized cost


The Management has assessed that fair value of loans, trade receivables, cash and cash equivalents, other bank balances, other
financial assets and trade payables approximate their carrying amounts largely due to their short-term nature. Difference between
carrying amount of Bank deposits, other financial assets, borrowings and other financial liabilities subsequently measured at
amortised cost is not significant in each of the years presented.

For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.

Note 46: Financial risk management


The Company’s board of directors has overall responsibility for the establishment and oversight of the Company’s risk management
framework. The board has established the Risk Management Committee, which is responsible for developing and monitoring the
Company’s risk management policies. The Committee holds regular meetings and report to board on its activities.

The Company’s risk management policies are established to identify and analyses the risks faced by the Company, to set appropriate
risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to
reflect changes in market conditions and the Company’s activities. The Company, through its training and management standards and

218 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Consolidated Financial Statements


for the year ended March 31, 2018

procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and
obligations.

The audit committee oversees how management monitors compliance with the Company’s risk management policies and procedures,
and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The audit committee is
assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and
procedures, the results of which are reported to the audit committee.

This note explains the sources of risk which the entity is exposed to and how the entity manages the risk.

Risk Exposure arising from Measurement Management of risk


Credit risk Cash and cash equivalents, trade Aging analysis Diversification of funds to bank deposits,
receivables, Financial assets Liquid funds and Regular monitoring of
measured at amortized cost. credit limits.
Liquidity risk Borrowings and other liabilities Rolling cash flow forecasts Availability of surplus cash, committed
credit lines and borrowing facilities
Market risk – foreign Recognized financial assets and Cash flow forecasting Sensitivity Regular monitoring to keep the net
exchange liabilities not denominated in analysis exposure at an acceptable level, with
Indian rupee (`) option of taking Forward Foreign
exchange contracts if deemed
necessary.
Price Risk Investments in mutual funds Credit ratings Portfolio diversification and regular
monitoring

(a) Credit risk


Credit risk is the risk of financial loss to the group if a customer or counterparty to a financial instrument fails to meet its contractual
obligations. The group is exposed to the credit risk from its trade receivables, unbilled revenue, investments, cash and cash
equivalents, bank deposits and other financial assets. The maximum exposure to credit risk is equal to the carrying value of the
financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets.

Trade and other receivables


Trade receivables comprise a widespread customer base. Management evaluates credit risk relating to customers on an ongoing
basis. If customers are independently rated, these ratings are used. Otherwise, if there is no independent rating, risk control assesses
the credit quality of the customer, taking into account its financial position, past experience and other factors. Individual risk limits are
set for patients without medical aid insurance. Services to customers without medical aid insurance are settled in cash or using major
credit cards on discharge date as far as possible. Credit Guarantees insurance is not purchased. The receivables are mainly unsecured;
the group does not hold any collateral or a guarantee as security. The provision details of the trade receivable are provided in Note
15 of the consolidated financial statements.

Annual Report 2017-18 219


Notes to the Consolidated Financial Statements
for the year ended March 31, 2018

For trade receivables, provision is provided by the group as per the below mentioned policy:
(` in Million)
Carrying
Gross carrying Expected credit Expected credit
Particulars amount of trade
amount (`) losses rate (%) losses (`)
receivable (`)
Considered Good
0 - 6 months 433.77 - - 433.77
6 months - 1 year 83.04 - - 83.04
More than 1 year 87.30 3% 2.62 84.68
Total 604.11 2.62 601.49
Considered Doubtful 21.26 100% 21.26 -
Total 625.37 23.88 601.49

Reconciliation of loss allowance provision


Trade receivables
(` in Million)
Particulars
Loss allowance as on April 1, 2016 13.24
Changes in loss allowance 8.29
Loss allowance as on March 31, 2017 21.53
Changes in loss allowance 2.35
Loss allowance as on March 31, 2018 23.88

Cash and Cash Equivalents


Credit risk on cash and cash equivalents and other deposits with banks is limited as the Group generally invests in deposits with
banks with high credit ratings assigned by external credit rating agencies; accordingly the Group considers that the related credit
risk is low. Impairment on these items is measured on the 12-month expected credit loss basis.

(b) Liquidity risk


Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that
are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure, as far as possible,
that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without
incurring unacceptable losses or risking damage to the Group’s reputation.

The Group’s treasury maintains flexibility in funding by maintaining liquidity through investments in liquid funds and other
committed credit lines. Management monitors rolling forecasts of the group’s liquidity position (comprising the undrawn borrowing
facilities below) and cash and cash equivalents on the basis of expected cash flows.

Financing arrangements
The working capital position of the Group is given below:
(` in Million)
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Cash and cash equivalents 116.69 116.97 89.15

220 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Consolidated Financial Statements


for the year ended March 31, 2018

Liquidity Table
The Group’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods is given below.
The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the
Group can be required to pay. The tables include both interest and principal cash flows. The contractual maturity is based on the
earliest date on which the Group may be required to pay.

As at March 31, 2018


(` in Million)
Financial Liabilities Less than 1 year 2-5 years 5 years and above
Non-current financial liabilities
Borrowings^ 225.49 481.73 269.17
225.49 481.73 269.17
Current financial liabilities
Borrowings from Banks 157.16 - -
Trade payables 478.45 - -
635.61 - -
Total financial liabilities 861.10 481.73 269.17
^ Borrowings are disclosed net of processing charges.
As at March 31, 2017
(` in Million)
Financial Liabilities Less than 1 year 2-5 years 5 years and above
Non-current financial liabilities
Borrowings^ 164.41 1865.67 988.37
164.41 1 865.67 988.37
Current financial liabilities
Borrowings from Banks 229.72 - -
Inter corporate Deposits 30.95 - -
Trade payables 392.31 - -
652.98 - -
Total financial liabilities 817.40 1 865.67 988.37
^ Borrowings are disclosed net of processing charges.
As at April 1, 2016
(` in Million)
Financial Liabilities Less than 1 year 2-5 years 5 years and above
Non-current financial liabilities
Borrowings^ 103.82 1 313.58 709.77
103.82 1 313.58 709.77
Current financial liabilities
Borrowings from Banks 4.27 - -
Inter Corporate Deposits 88.91 - -
Trade payables 468.62 - -
561.80 - -
Total financial liabilities 665.62 1 313.58 709.77
^ Borrowings are disclosed net of processing charges.

Annual Report 2017-18 221


Notes to the Consolidated Financial Statements
for the year ended March 31, 2018

(c) Market Risk


Market risk is the risk arising from changes in market prices – such as foreign exchange rates and interest rates – will affect the Group’s
income or the value of its holdings of financial instruments. Market risk is attributable to all market risk sensitive financial instruments
including foreign currency receivables and payables and long term debt. The Group is exposed to market risk primarily related to
foreign exchange rate risk, interest rate risk and the market value of the investments. Thus, the exposure to market risk is a function
of investing and borrowing activities and revenue generating and operating activities in foreign currency.

(i) Currency Risk


The Group is exposed to currency risk on account of foreign currency transactions including recognized assets and liabilities
denominated in a currency that is not the Group’s functional currency (`), primarily in respect of US$, and Euro. The Group
ensures that the net exposure is kept to an acceptable level and is remain a net foreign exchange earner.

Exposure to currency risk


The currency profile of financial assets and financial liabilities are given below:

As at March 31, 2018 As at March 31, 2017 As at April 1, 2016


Financial Assets Amount ` Amount ` Amount `
Amount Amount Amount
in Million in Million in Million
Trade receivables USD 120468 8.35 USD 46 651 2.70 USD 1 85 843 12.33
Total-Financial assets 8.35 2.70 12.33
Financial liabilities
Borrowings USD 2005515.13 130.26 USD 92 31 558 598.56 USD 11045997 732.71
Euro 773479.55 62.36 Euro 9 60 577 66.52 Euro 6 06 234 45.53
Total financial liabilities 192.62 665.08 778.24

Sensitivity Analysis
Any change with respect to strengthening (weakening) of the Indian Rupee against various currencies as at March 31, 2018
and March 31, 2017 would have affected the measurement of financial instruments denominated in respective currencies
and affected equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular
interest rates.
(` in Million)
Profit or Loss Profit or Loss
Particulars March 31, 2018 March 31, 2017
Strengthening Weakening Strengthening Weakening
USD (Increase/decrease by 1%, March 31, 1.22 (1.22) 20.86 (20.86)
2017-3.5%)
Euro (Increase/decrease by 5%, March 31, 3.12 (3.12) 2.33 (2.33)
2017-3.5%)
Total 4.34 (4.34) 23.19 (23.19)

(ii) Interest rate risk


Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
market interest rates. The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s debt
obligations with floating interest rates and investments

222 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Consolidated Financial Statements


for the year ended March 31, 2018

Most of the Group’s borrowings are on a floating rate of interest. The Group has exposure to interest rate risk, arising principally
on changes in Marginal Cost of Funds based Lending Rate (MCLR). The Group uses a mix of interest rate sensitive financial
instruments to manage the liquidity and fund requirements for its day to day operations like short term credit lines besides
internal accruals.

The exposures of the Group’s financial assets / liabilities at the end of the reporting period are as follows:
(` in Million)
As at As at As at
Particulars
March 31, 2018 March 31, 2017 April 1, 2016
Fixed rate borrowings 4.32 38.22 31.91
Floating rate borrowings 969.12 2539.23 1857.45
973.44 2577.45 1889.36

Interest rate risk sensitivity:


The below mentioned sensitivity analysis is based on the exposure to interest rates for floating rate borrowings. For this it is
assumed that the amount of the floating rate liability outstanding at the end of the reporting period was outstanding for the
whole year. If interest rate had been 50 basis points higher or lower, other variables being held constant, following is the impact
on profit.
(` in Million)
Year ended Year ended
Particulars
March 31, 2018 March 31, 2017
Impact on profit – increase in 50 basis points (4.85) (12.70)
Impact on profit – decrease in 50 basis points 4.85 12.70

(iii) Price Risk


Exposure
The Group’s exposure to securities price risk arises from investments held in mutual funds and classified in the balance sheet
at fair value through profit or loss. To manage its price risk arising from such investments, the Group diversifies its portfolio.
Further these are all debt base securities for which the exposure is primarily on account of interest rate risk. Quotes (NAV) of
these investments are available from the mutual fund houses.

Profit for the year would increase/decrease as a result of gains/losses on these securities classified as at fair value through profit
or loss.

Note 47: Leasing arrangements: The Parent Company being a lessee


Operating lease arrangements
The Parent Company has entered into operating lease arrangements for land and premises. The leases are non-cancellable and are for a
period of 5 to 30 years and may be renewed for a further period, based on mutual agreement of the parties.

Payments recognised as an expense in Note 37


(` in Million)
Particulars March 31, 2018 March 31, 2017
Minimum lease payments 1.45 0.94

Annual Report 2017-18 223


Notes to the Consolidated Financial Statements
for the year ended March 31, 2018

Non-cancellable operating lease commitments


(` in Million)
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Not later than 1 year 1.42 1.59 0.90
Later than 1 year and not later than 5 years 1.00 2.42 4.42
Later than 5 years - - -
2.42 4.01 5.32

Note 48 : Reconciliation between Previous GAAP and IND AS


Note 48.1 Reconciliation of total equity as at March 31, 2017 and April 1, 2016
(` in Million)
As at As at
March 31, 2017 April 1, 2016
Total equity (Shareholders’ funds) under previous GAAP 2 731.05 2 076.54
(Including Share Application Money)
Ind AS adjustments:
Effect of amortised cost of financial liabilities - (14.54)
Prior period expenses (54.60) (23.76)
Prior period income 2.42 -
Deferred Tax adjustments (171.62) (11.70)
MAT Credit recognised - 190.00
Non-controlling Interest 6.80 (3.33)
Translation of Overseas Subsidiary - (0.20)
Total equity under Ind AS 2 514.05 2 213.01

Note 48.2 Reconciliation of equity as on April 1, 2016


(` In Million)
Amount as per Effects of Amount
Particulars Notes
IGAAP* transition to Ind AS as per Ind AS
ASSETS
Non-current assets
Property, Plant and Equipments 3 177.83 - 3 177.83
Capital Work-in progress 821.87 - 821.87
Goodwill 19.58 - 19.58
Other Intangible assets 3.68 - 3.68
Intangible asset under development 0.06 - 0.06
Financial Assets
Investments 1.10 - 1.10
Other Financial Assets 12.66 - 12.66
Deferred tax asset (Net) 1 (7.45) 178.30 170.85
Other Non-current assets 275.30 - 275.30
4 304.63 178.30 4 482.93

224 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Consolidated Financial Statements


for the year ended March 31, 2018

(` In Million)
Amount as per Effects of Amount
Particulars Notes
IGAAP* transition to Ind AS as per Ind AS
Current assets
Inventories 74.89 - 74.89
Financial assets
Trade receivables 2 314.01 (21.24) 292.77
Cash and cash equivalents 89.15 - 89.15
Other Bank Balances 71.76 - 71.76
Loans 33.44 - 33.44
Other Financial Assets 7.26 - 7.26
Current tax assets (Net) 97.75 - 97.75
Other Current Assets 2 50.61 (2.17) 48.44
Assets classified as held for sale - - -
738.87 (23.41) 715.46
TOTAL ASSETS 5 043.50 154.89 5 198.39
EQUITY AND LIABILITIES
Equity
Equity Share capital 3 878.88 (5.33) 873.55
Other Equity 2&4 1 197.66 141.80 1 339.46
2 076.54 136.47 2 213.01
Non-Controlling Interest 0.36 3.33 3.69
2 076.90 139.80 2 216.70
Liabilities
Non-current Liabilities
Financial Liabilities
Borrowings 3 2 010.72 12.63 2 023.35
Other Financial Liabilities 29.46 - 29.46
Provisions 8.96 - 8.96
Deferred tax liabilities (Net) 1.67 - 1.67
Other Non-current Liabilities - - -
2 050.81 12.63 2 063.44
Current liabilities
Financial Liabilities
Borrowings 93.18 - 93.18
Trade payables 2 466.16 2.46 468.62
Other Financial Liabilities 320.21 - 320.21
Provisions 1.74 - 1.74
Current tax liabilities(Net) 3.71 - 3.71
Other Current Liabilities 30.79 - 30.79

Annual Report 2017-18 225


Notes to the Consolidated Financial Statements
for the year ended March 31, 2018

(` In Million)
Amount as per Effects of Amount
Particulars Notes
IGAAP* transition to Ind AS as per Ind AS
Liabilities associated with assets classified as held - - -
for sale
915.79 2.46 918.25
TOTAL EQUITY AND LIABILITIES 5 043.50 154.89 5 198.39
* The previous GAAP figures have been reclassifed / reworked to conform to Ind AS presentation requirements for the purposes of this
note.
1 Deferred tax liability has been restated to the extent of ` 11.70 Million and MAT credit amounting to ` 190 Million is recognised.
(Refer Note 54)
2 Prior period adjustments have been given effect.
3 Reference is invited to note 21.4 to the Consolidated financial statements.
4 Translation reserve generated on conversion of financial statements of Oversea subsidiary from foreign currency to INR.
Note 48.3 Reconciliation of equity as on March 31, 2017
(` In Million)
Amount as per Effects of Amount
Particulars Notes
IGAAP* transition to Ind AS as per Ind AS
ASSETS
Non-current assets
Property, Plant and Equipments 1&2 3 200.50 8.35 3 208.85
Capital Work-in progress 1 2 214.41 (7.38) 2 207.03
Goodwill 5 19.58 - 19.58
Other Intangible assets 1.66 - 1.66
Intangible asset under development 2.27 - 2.27
Financial Assets
Investments 1.10 - 1.10
Other Financial Assets 19.17 - 19.17
Deferred tax asset (Net) 3 243.32 (171.62) 71.70
Other Non-current assets 363.69 - 363.69
6 065.70 (170.65) 5 895.05
Current assets
Inventories 76.47 - 76.47
Financial assets
Trade receivables 4 378.44 (42.13) 336.31
Cash and cash equivalents 116.97 - 116.97
Other Bank Balances 41.53 - 41.53
Loans 56.15 - 56.15
Other Financial Assets 4 138.34 (7.90) 130.44
Current tax assets (Net) 84.50 - 84.50
Other Current Assets 47.69 - 47.69
Assets classified as held for sale - - -
940.09 (50.03) 890.06
TOTAL ASSETS 7 005.79 (220.68) 6 785.11

226 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Consolidated Financial Statements


for the year ended March 31, 2018

(` In Million)
Amount as per Effects of Amount
Particulars Notes
IGAAP* transition to Ind AS as per Ind AS
EQUITY AND LIABILITIES
Equity
Equity Share capital 874.09 - 874.09
Other Equity 2 to 4,5 1 856.96 (217.00) 1 639.96
2 731.05 (217.00) 2 514.05
Non-Controlling Interest 5 0.58 (6.80) (6.22)
2 731.63 (223.80) 2 507.83
Liabilities
Non-current Liabilities
Financial Liabilities
Borrowings 2 854.04 - 2 854.04
Other Financial Liabilities 22.47 - 22.47
Provisions 15.18 - 15.18
Deferred tax liabilities (Net) 0.01 - 0.01
Other Non-current Liabilities 88.78 - 88.78
2 980.48 - 2 980.48
Current liabilities
Financial Liabilities
Borrowings 260.67 - 260.67
Trade payables 4 389.19 3.12 392.31
Other Financial Liabilities 588.56 - 588.56
Provisions 7.51 - 7.51
Current tax liabilities(Net) 3.71 - 3.71
Other Current Liabilities 44.04 - 44.04
Liabilities associated with assets classified as held - - -
for sale
1 293.68 3.12 1 296.80
TOTAL EQUITY AND LIABILITIES 7 005.79 (220.68) 6 785.11
* The previous GAAP figures have been reclassifed / reworked to conform to Ind AS presentation requirements for the purposes of this
note.
1 Reference is invited to note 5.3 to the Consolidated financial statements. Leasehold land with lease term of 99 years or more and
renewable with mutual consent are considered as finance leases with perpetual lease term and the same are not amortized with
effect from April 1, 2016. Accordingly, for the amortization provided on such leasehold land during the year amounting to ` 7.38
Million have been given effect in the value of Property, Plant and Equipment and corresponding effect has been given in Capital
work in progress.
2 Prior period depreciation income (Net) amounting to ` 0.97 Million have been credited to Statement profit and loss account against
depreciation expense and corresponding effects has been given in Property, Plant and Equipment.
3 Deferred tax liability has been restated to the extent of ` 171.62 Million. (Refer Note 54)
4 Prior period adjustments have been given effect.
5 Reclassification of Debit Balance of Non-controlling Interest duly absorbed by Parent Company.

Annual Report 2017-18 227


Notes to the Consolidated Financial Statements
for the year ended March 31, 2018

Note 48.4 Reconciliation of total comprehensive income for the year March 31, 2017
(` In Million)
Amount as per Effects of Amount
Particulars Notes
IGAAP* transition to Ind AS as per Ind AS
INCOME
Revenue From Operations 1 3 258.55 (20.89) 3 237.66
Other Income 1&4 69.77 (2.32) 67.45
TOTAL INCOME 3 328.32 (23.21) 3 305.11
EXPENSES
Operative Expenses 1 1 514.67 (0.13) 1 514.54
Purchase of Traded Goods 366.96 - 366.96
Changes in Inventories (4.67) - (4.67)
Employee Benefits Expenses 2 392.56 (3.58) 388.98
Finance Cost 1 97.94 8.08 106.02
Depreciation and Amortization 1 167.99 (0.97) 167.02
Other Expenses 1 262.04 (0.75) 261.29
TOTAL EXPENSES 2 797.49 2.65 2 800.14
Profit before exceptional items and tax 530.83 (25.86) 504.97
Exceptional Items - - -
Profit Before Tax 530.83 (25.86) 504.97
TAX EXPENSE
Current tax 119.22 - 119.22
Deferred tax 3 (252.43) 351.16 98.73
TOTAL TAX EXPENSE (133.21) 351.16 217.95
Profit for the year from continuing operations 664.04 (377.02) 287.02
Other comprehensive income
Items that will not be reclassified to profit or loss
Remeasurement of the defined benefit plans 2 - (3.58) (3.58)
Tax relating to remeasurement of the defined 3 - 1.24 1.24
benefit plans
Items that will be reclassified to profit or loss
Loss arising from translating the financial - (0.06) (0.06)
statement of foreign operation
Tax relating to Loss arising from translating the - - -
financial statement of foreign operation
- (2.40) (2.40)
Total comprehensive income for the year, net of tax 664.04 (379.42) 284.62
* The previous GAAP figures have been reclassifed / reworked to conform to Ind AS presentation requirements for the purposes of this
note.
1 Prior period adjustments have been given effect.
2 Being actuarial gains / (losses) have been reclassified to other comprehensive income.
3 Deferred tax liability has been restated to the extent of ` 159.93 million, MAT credit had been carried to earlier years amounting to
` 190 million Further deferred tax liability is created on reclassification of actuarial gains and losses amounting to ` 1.24 million
(Refer Note 54)
4 Translation reserve generated on conversion of financial statements of Oversea subsidiary from foreign currency to INR.

228 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Consolidated Financial Statements


for the year ended March 31, 2018

Note 49:
(a) Due to Micro, Small and Medium Enterprise
(` in Million)
Sr.
Particulars March 31, 2018 March 31, 2017
No.
1 Principal amount and interest due thereon remaining unpaid to any supplier NIL NIL
as at the end of each accounting year.
2 The amount of interest paid by the buyer in terms of section 16, of the NIL NIL
Micro Small and Medium Enterprise Development Act, 2006 along with the
amounts of the payment made to the supplier beyond the appointed day
during each accounting year.
3 The amount of interest due and payable for the period of delay in making NIL NIL
payment (which have been paid but beyond the appointed day during
the year) but without adding the interest specified under Micro Small and
Medium Enterprise Development Act, 2006.
4 The amount of interest accrued and remaining unpaid at the end of each NIL NIL
accounting year; and
5 The amount of further interest remaining due and payable even in the NIL NIL
succeeding years, until such date when the interest dues as above are
actually paid to the small enterprise for the purpose of disallowance as a
deductible expenditure under section 23 of the MSMED Act 2006.

The Parent company has initiated the process of obtaining confirmation from suppliers who have registered themselves under
the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act, 2006). The above mentioned information has been
compiled to the extent of responses received by the company from its suppliers with regard to their registration under Micro, Small
and Medium Enterprises Development Act, 2006 (MSMED Act, 2006).

(b) T he Parent company has circulated letters of Balance Confirmation to Sundry Debtors, Sundry Creditors and the parties to whom
loans and advances have been granted. Confirmations were received in some cases.

Note 50: Corporate social Responsibility


(a) Gross amount required to spend by the company:
(` in Million)
Particulars March 31, 2018 March 31, 2017
Opening unspent Amount 24.08 14.55
Amount required to be spent 9.38 9.53
Amount spent during the year - -
Closing Unspent amount 33.46 24.08

(b) The amount spent during the period / year on:


(` in Million)
Sr. Yet to be paid in
Particulars In cash / cheque Total (`)
No. cash / cheque
(i) Construction / acquisition of any assets - - -
(ii) On purposes other than (i) above. - - -

Annual Report 2017-18 229


Notes to the Consolidated Financial Statements
for the year ended March 31, 2018

Note 51: Expenditures / Earnings in foreign currency


(` in Million)
Sr.
Particulars March 31, 2018 March 31, 2017
No.
A Import on CIF
- Capital Goods and Components 27.58 314.64
B Expenses in Foreign Currency
- Currency Swap Loss 1.01 10.28
- Interest 8.08 25.76
- Travelling 1.24 5.11
- Advertisement and Business Promotion 0.21 0.79
- Salary 0.55 0.19
- Doctor Fees (Follow Fees) 0.26 -
- Legal and Professional Fees 0.36 -
- Others 1.79 4.51
C Remittances in Foreign Currency
- Dividend - -
D Earnings in Foreign Currency
- Export of Services 134.75 139.00

Note 52 : IPO disclosure


The Parent Company during the financial year 2017-18, has made an Initial Public Offer (IPO) of ` 5,048 Million, comprising of fresh issue
of ` 4,800 Million and offer for sale of ` 248 Million by one of the promoters.

The net proceeds of ` 4,564.28 (net off issue related expenses) have been utilized in the following manner:
(` in Million)
Funds raised Utilized up to Unutilized
Particulars
from IPO March 31, 2018 as at March 31, 2018
Repayment of prepayment in full or in part of certain loans 3,000.00 3,000.00 -
availed by the Company
Purchase of Medical equipments for existing, recently set up and 635.80 147.22 488.58
upcoming hospitals
Purchase of interior, furniture and allied infrastructure for 111.84 - 111.84
upcoming hospitals
General Corporate purposes 816.64 426.69 389.95
Net Proceeds of the Issue 4,564.28 3,573.91 990.37*
Issue Expenses
(net off recovery from promoters) 235.72 232.53 3.19
Gross Proceeds 4,800.00 3,806.44 993.56
*Unutilized amount of net issue proceeds of `990.37 million have been invested as Bank Fixed Deposit.

The Parent Company during the financial year 2017-18, has made an Initial Public Offer (IPO) of ` 5,048 Million, comprising of fresh issue of
` 4,800 Million and offer for sale of ` 248 Mn. by one of the promoters. The Company has incurred ` 244.44 Million. (net of recovery from
promoters) towards the offer related expenses as tabulated below. These expenses have been incurred in connection with raising of fresh
equity capital and the same has been appropriated out of “Securities Premium Account”. However, for Income Tax purpose the same will
be claimed in five equal installments under section 35D of Income Tax Act, 1961.

230 Shalby Multi-Specialty HospitalS


Financial Statements

Notes to the Consolidated Financial Statements


for the year ended March 31, 2018

(` in Million)
Sr.
Particulars
No.
1 Payment to BRLMs (including brokerage, selling commission, and Bidding fees) 111.56
2 Brokerage and selling commission, processing / uploading charges to Syndicate Members, RTAs and CDPs; 17.28
Processing / uploading charges for Registered Brokers; Commission and processing fees for SCSBs(2)(4)
3 Fees to the Registrar to the Offer 0.23
4 SEBI, BSE, and NSE processing fees, other regulatory expenses and listing fees 20.82
5 Printing and stationery expenses 6.04
6 Advertising, Publicity and Miscellaneous expenses 89.27
Total Expense 245.20

Note 53: Un-hedged Foreign Currency Exposure


The Group does not enter into forward exchange contracts to hedge against its foreign currency exposures relating to the underlying
transactions and firm commitments. The company does not enter into any derivative instruments for trading or speculative purposes.

The foreign currency exposure not hedged as at March 31, 2018 are as under:
(` in Million)
Payable (In Foreign Receivable (In Foreign Receivable (In Indian
Payable (In Indian Rupee)
Currency) Currency) Rupee)
Currency
As at March As at March As at March As at March As at March As at March As at March As at March
31, 2018 31, 2017 31, 2018 31, 2017 31, 2018 31, 2017 31, 2018 31, 2017
USD 2.01 9.23 0.12 0.04 130.26 598.56 8.35 2.70
EUR 0.77 0.96 - 62.36 66.52 - -

Note 54: MAT Credit Entitlement and Deferred Tax assets / Liabilities
During the financial year ending on March 31, 2017, the Parent Company recognized MAT credit entitlement aggregate amounting to
` 300.03 million in respect of financial year 2016-17 and also in respect of earlier consolidated financial years. The Parent Company while
compiling the consolidated financial statements for the year under review in accordance with the provisions of Ind AS has restated the
amounts of MAT credit entitlement under the respective financial years in order to normalize the tax impact.

Similarly, the Parent Company has also restated the amounts of Deferred Tax recognized during the financial year under review, under
respective financial years in order to normalize the tax impact.

Note 55: Statement of Management


(a) The non-current financial assets, current financial assets and other current assets are good and recoverable and are approximately
of the values, if realized in the ordinary courses of business unless and to the extent stated otherwise in the Accounts. Provision for
all known liabilities is adequate and not in excess of amount reasonably necessary. There are no contingent liabilities except those
stated in the notes.

(b) Consolidated Balance Sheet, Consolidated Statement of Profit and Loss, Consolidated cash flow statement and change in equity read
together with Notes to the accounts thereon, are drawn up so as to disclose the information required under the Companies Act, 2013
as well as give a true and fair view of the statement of affairs of the Group as at the end of the year and financial performance of the
Group for the year under review.

Annual Report 2017-18 231


Notes to the Consolidated Financial Statements

232
for the year ended March 31, 2018

Note 56: Additional Information as required under Schedule III to the Companies Act, 2013, of enterprises consolidated as Subsidiary.
Net Assets i.e. Total Assets
Statement in Profit and Loss Other Comprehensive Income Total Comprehensive Income
minus Total Liabilities
Name of Entities As a % of As a % of As a % of As a % of
Amount Amount Amount Amount
consolidation consolidation consolidation consolidation
(` in million) (` in million) (` in million) (` in million)
net assets net assets net assets net assets
Parent
Shalby Limited 101.81 7 752.46 103.03 440.12 97.51 2.74 103.00 442.86
Subsidiary
Indian
Vrundavan Shalby Hospitals Limited (0.36) (27.24) (2.84) (12.13) - - (2.82) (12.13)
Yogeshwar Healthcare Limited 0.14 10.98 0.03 0.11 - - 0.03 0.11
Shalby International Limited 0.00 0.16 (0.01) (0.04) - - (0.01) (0.04)

Shalby Multi-Specialty HospitalS


Griffin Mediquip LLP 0.19 14.57 1.35 5.76 - - 1.34 5.76
Foreign
Shalby Kenya Limited (0.02) (1.49) (0.22) (0.93) 2.49 0.07 (0.20) (0.86)
101.76 7 749.44 101.34 432.89 100.00 2.81 101.34 435.70
Inter Company Elimination & (1.77) (135.01) (0.86) (3.68) - - (0.86) (3.68)
Consolidation Adjustments
99.99 7614.43 100.48 429.21 100.00 2.81 100.48 432.02
Non-Controlling Interest 0.01 0.58 (0.48) (2.07) - - (0.48) (2.07)
Grand Total 100.00 7,615.01 100.00 427.14 100.00 2.81 100.00 429.95
Financial Statements

Notes to the Consolidated Financial Statements


for the year ended March 31, 2018

Note 57: Statement pursuant to first proviso to sub-section (3) of section 129 of the Companies Act 2013,
read with rule 5 of Companies (Accounts) Rules, 2014 in the prescribed Form AOC-1 relating to subsidiary
companies/Entity
(` In Million)
Vrundavan
Griffin Shalby Shalby Yogeshwar
Shalby
Name of Subsidiary Mediquip International Kenya Healthcare
Hospitals
LLP Limited Limited Limited
Limited
Country India India India Kenya India
Reporting Currency INR INR INR KSH INR
Exchange Rate 1.00 1.00 1.00 0.65 1.00
Share capital /Partner capital 8.81 18.00 0.50 0.06 7.35
Reserves and Surplus 5.76 (45.24) (0.34) (1.54) 3.62
Total Assets 68.69 98.75 0.02 3.68 9.08
Total Liabilities 54.12 71.51 0.18 2.20 20.05
Turnover/Total Income 355.89 7.87 - 0.74 0.54
Profit / (Loss) Before Tax 8.26 (12.11) (0.04) (1.32) (1.29)
Tax Expense / (Credit) 2.50 0.02 - (0.39) (1.40)
Profit / (Loss) after tax 5.76 (12.13) (0.04) (0.93) 0.11
Proposed dividend and tax thereon - - - - -
Investments (except in case of investment in the - - - - -
subsidiaries)
% of shareholding 95.00 100.00 100.00 100.00 94.68

Note 58: The figures for the previous year have been regrouped / reclassified, wherever necessary, to make them comparable with the
figures for the current year. Figures are rounded off to nearest million.

For G. K. CHOKSI & CO. For and on behalf of the Board


[Firm Registration No. 101895W] DR. VIKRAM I. SHAH SHYAMAL S. JOSHI RAVI S. BHANDARI
Chartered Accountants Chairman & Managing Director Director Chief Executive Officer
DIN: 00011653 DIN: 00005766
J. D. PATEL
Partner S L KOTHARI JAYESH R. PATEL
Mem. No. 32780 Chief Financial Officer Company Secretary
Place : Ahmedabad Place : Ahmedabad
Date : May 7, 2018 Date : May 7, 2018

Annual Report 2017-18 233


Shalby Limited
Regd.& Corp. Off: Shalby Hospitals, Opp. Karnavati Club, S. G. Road, Ahmedabad 380015
Tel: +91 79 4020 3000, Website: www.shalby.org Email: companysecretary@shalby.in CIN:L85110GJ2004PLC044667

Notice
Notice is hereby given that the 14th Annual General Meeting Registration No. 101895W), to hold the office for a term of
(‘AGM’) of the Members of Shalby Limited will be held on five years from the conclusion of this 14th Annual General
Monday, September 17, 2018 at 9:30 a.m. at H. T. Parekh Hall, The Meeting of the Company until the conclusion of 19th Annual
Ahmedabad Management Association, ATIRA Campus, Dr. Vikram General Meeting for the audit of the financial statement(s) of
Sarabhai Marg, University Area, Ahmedabad 380015, to transact the Company and that the Board of Directors of the Company
the following business: be and is hereby authorized to fix their remuneration based
on the recommendation of Audit committee including
ORDINARY BUSINESS reimbursement of actual out of pocket expenses.”
1. Adoption of Financial Statements
SPECIAL BUSINESS
To receive, consider and adopt
4. Appointment of Mr. Ashok Bhatia as Non Executive non
(a) the Audited Standalone Financial Statements of the
Independent Director of the Company
Company for the Financial Year ended March 31, 2018,
together with the Reports of the Board of Directors and To consider and if thought fit, to pass with or without
the Auditors thereon; and modification(s), the following resolution(s) as an Ordinary
Resolution.
(b) the Audited Consolidated Financial Statements of the
Company for the Financial Year ended March 31, 2018, “RESOLVED THAT pursuant to the provisions of Sections

together with the Report of the Auditors thereon. 152, 161 and all other applicable provisions, if any, of the
Companies Act, 2013 read with the Companies (Appointment
2. Appointment of Mr. Shyamal Joshi, a Director retire by and Qualification of Directors) Rules, 2014, (including any
rotation statutory modification(s) or re-enactment(s) thereof, for the
To appoint a Director in place of Mr. Shyamal Joshi (DIN: time being in force), Mr. Ashok Bhatia (DIN: 02090239), who
00005766), who retires by rotation and being eligible, offers was appointed by the Board of Directors as an Additional
himself for re-appointment. Director of the Company with effect from October 23, 2017
pursuant to Article 38 of the Articles of Association of the
3. Appointment of New Auditors and to authorize the Board Company and who holds the office upto the date of this
of Directors to fix their remuneration Annual General Meeting and being eligible, has offered
To consider and if thought fit, to pass with or without himself for appointment as Non-Executive Non-Independent
modification(s), the following resolution as an Ordinary Director and in respect of whom a notice in writing pursuant
Resolution. to Section 160 of the Companies Act, 2013 has been received
from a member proposing his candidature for the office
“RESOLVED THAT pursuant to the provisions of Sections of Director be and is hereby appointed as a Director in the
139, 141, 142 and other applicable provisions, if any, of the category of Non-Executive Non-Independent Director of the
Companies Act, 2013 (“Act”) and the Companies (Audit and Company whose terms of office is liable to retire by rotation.
Auditors) Rules, 2014, as may be applicable (including any
statutory modification, variation or re-enactment thereof ), RESOLVED FURTHER THAT the Board of Directors and the

approval of members of the Company be and is hereby Company Secretary of the Company be and are hereby
accorded to the appointment of M/s. T R Chadha & Co. LLP, severally authorized to do all such acts, deeds, matters
Chartered Accountants (Firm Registration No. 006711N) as and things and take such steps which may be considered
the Statutory Auditors of the Company in place of retiring necessary, desirable or expedient in order to give effect to
auditors M/s. G K Choksi & Co., Chartered Accountants (Firm the above resolution.”

234 Shalby Multi-Specialty HospitalS


5.
 ppointment of Mrs. Sujana Shah as an Independent
A for the Financial Year ending March 31, 2019, be and is
Director of the Company hereby ratified.”
To consider and if thought fit, to pass with or without By Order of the Board of Directors
modification(s), the following resolution as an Ordinary For, Shalby Limited
Resolution.
Place : Ahmedabad  Jayesh Patel
“RESOLVED THAT pursuant to the provisions of Sections
 Date : May 7, 2018  Company Secretary
149, 150, 152 and other applicable provisions, if any, of the Regd. Office: Shalby Hospitals,
Companies Act, 2013 (“the Act”) read with Schedule IV, the Opp. Karnavati Club
Companies (Appointment and Qualification of Directors) S. G. Road, Ahmedabad 380015
Rules, 2014 and the applicable provisions of the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (including
any statutory modification(s) or re-enactment(s) thereof,
for the time being in force), Mrs. Sujana Shah (DIN: Notes
08100410), who was appointed as an Additional Director 1. 
A MEMBER ENTITLED TO ATTEND AND VOTE AT THE
of the Company by the Board of Directors with effect from ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT
May 7, 2018 and who holds office upto the date of this A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/
Annual General Meeting and in respect of whom the HERSELF AND A PROXY NEED NOT BE A MEMBER OF THE
COMPANY.
Company has received a notice in writing from a member
proposing her candidature for the office of Director, be The instrument appointing Proxy, duly completed, must be
and is hereby appointed as an Independent Director of the deposited at the registered office of the Company not less
Company to hold office for a period 5 (five) consecutive than 48 hours before the commencement of the meeting,
years up to May 7, 2023. either in person or through post. A proxy form is appended
with the attendance slip. The proxy holder shall produce his/
RESOLVED FURTHER THAT the Board of Directors and the her identity card at the time of attending the meeting.
Company Secretary of the Company be and are hereby
As per provisions of section 105 of the Companies Act, 2013
severally authorized to do all such acts, deeds, matters (‘the Act’), a person can act as proxy on behalf of members
and things and take such steps which may be considered not exceeding fifty (50) and holding in the aggregate not
necessary, desirable or expedient in order to give effect to more than ten percent of the total share capital of the
the above resolution.” Company carrying voting rights. Member holding more than
ten percent of the total share capital of the Company may
6. To ratify the remuneration payable to Cost Auditors of appoint single person as proxy who shall not act as proxy
for any other person or shareholder. If shares are held jointly,
the Company
proxy form must be signed by all the members.
To consider and if thought fit, to pass with or without
modification(s), the following resolution as an Ordinary 2. Corporate Members intending to send their authorized
Resolution. representatives to attend the AGM are requested to send
to the Company, a certified copy of the Board Resolution
“RESOLVED THAT pursuant to the provisions of
 authorizing the representative to attend and vote on their
behalf at the Meeting.
Section 148 and other applicable provisions, if any, of
the Companies Act, 2013 read with the Companies 3. The Explanatory Statement, pursuant to Section 102 of
(Audit and Auditors) Rules, 2014 (including any statutory the Companies Act, 2013 setting out facts concerning the
modification(s) or re-enactment thereof, for the time business under Item No. 3 to 6 of the Notice is annexed hereto.
being in force), the remuneration, as approved by the The relevant details of the Director seeking appointment/
Board of Directors and set out in the statement annexed to re-appointment at this AGM, pursuant to Regulation 26(4)
the notice convening 14th AGM, to be paid to and 36(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Paragraph 1.2.5 of
M/s. Borad Sanjay B & Associates, Cost Accountants
Secretarial Standard on General Meetings issued by the
(Firm Registration No. 102408), appointed as the Cost Institute of Company Secretaries of India are also annexed
Auditors by the Board of Directors of the Company to hereto. Requisite declarations have been received from the
conduct the audit of the cost records of the Company Directors for seeking his/her appointment/ re-appointment.

Annual Report 2017-18 235


4. Book Closure: The Register of Members and the Share 11. Go Green! switch to email communication
Transfer Books of the Company will remain closed from We all human beings are children of Mother Nature. It is
Tuesday, September 11, 2018 to Monday, September 17, only when Mother Nature is respected, can her children
2018 (both days inclusive) in connection with Annual General remain healthy. Respect and proper care for Mother Nature
Meeting of the Company. is everyone’s prime responsibility. We all must maintain
and protect ecological balance of the earth by preserving
5. Members / proxy holders / authorized representatives are and growing more trees for avoiding catastrophic global
requested to bring duly completed and signed attendance warming situation on the earth.
slip while attending the meeting and the same be handed
over at the venue of AGM. Members who hold shares in In order to protect the environment, we, as a responsible
dematerialized form are requested to bring details of their citizen, can contribute in every possible manner. Considering
demat account (DP ID and client ID) for speedy and easier this object in mind, members who have not registered their
identification of attendance at the meeting. email id, are requested to register his / her e-mail id to receive
all communication electronically from the Company. This
6. A route map giving directions to reach the venue of AGM of would also be in conformity with the regulatory requirements.
the Company is annexed at the end of this Notice.
Members may note that the Company would communicate
7. Relevant documents referred to in the accompanying Notice and send notices, intimation, circulars, annual reports,
and Explanatory Statement shall be open for inspection by any event based disclosure etc. in electronic form to the
the members at the Registered Office of the Company on e-mail ID of the respective members. Further, as per the
all working days between 2:00 p.m. to 4:00 p.m. prior to the statutory requirement, the above stated documents are also
meeting and will also be made available at the meeting. disseminated on the Company’s website www.shalby.org

8. Members desirous in seeking any information with regard This initiative would enable the members to receive
to accounts / financial statements are requested to send communication promptly besides paving way for reduction
their queries to the Company at its Registered Office address in paper consumption and wastage. You would appreciate
at least ten days before the meeting so as to enable the this initiative taken by the Ministry of Corporate Affairs (MCA)
management to keep the relevant information ready and and your Company’s desire to participate in the initiative. If
answer them in the meeting. there is any change in e-mail ID, shareholder can update his/
her e-mail ID in the same manner as mentioned above.
9. Members holding shares in physical mode
12. PROCEDURE OF VOTING AT AGM :
(a) 
are required to submit their Permanent Account In addition to the remote e-voting facility as described
Number (PAN) and bank details to the Karvy, R & T Agent below, the Company shall arrange voting facility at the venue
of the Company, if not registered with the Company as of AGM through Ballot Paper and the members attending the
mandated by SEBI meeting, who have not already cast their votes by remote
e-voting, will be able to exercise their right at the meeting.
(b) are requested to register/update their email address with Members who have cast their votes by remote e-voting
the Karvy / Company for receiving all communication prior to the meeting may attend the meeting, but shall not
from the Company electronically. be entitled to cast their vote again. Members will need to
write on the ballot paper, inter alia, relevant Folio no., DP ID &
(c) are requested to dematerialize their shares in view of
Client ID and number of shares held etc.
discontinuation of transfer of shares in physical mode
with effect from December 5, 2018 as per amended 13. E-VOTING FACILITY :
Regulation 40 of SEBI (LODR) Regulations, 2015 a) In compliance with the provisions of Section 108 of
the Companies Act, 2013, read with Rule 20 of The
10. Members holding shares in electronic mode
Companies (Management and Administration) Rules,
(a) are requested to submit their PAN and bank account 2014, as amended, Regulation 44 of SEBI (Listing
details to their respective DPs with whom they are Obligations and Disclosure Requirements) Regulations,
maintaining their demat accounts, if not submitted to 2015 and Secretarial Standard on General Meetings
their DPs. (SS-2) issued by the ICSI, as amended, the Company is
pleased to provide to the Members facility of ‘remote
(b) 
are advised to contact their respective DPs for e-voting’ (e-voting from a place other than venue of
registering the nomination. the AGM) to exercise their right to vote at the 14th
AGM and accordingly, business as mentioned in this
(c) are requested to register/update their email address Notice shall be transacted through e-voting. Necessary
with their respective DPs for receiving all communication arrangements have been made by the Company
from the Company electronically. with Karvy Computershare P. Ltd, our RTA to facilitate

236 Shalby Multi-Specialty HospitalS


e-voting. The Company has appointed Mr. Shambhu J ‘FOR’/’AGAINST’ as the case may be or partially
Bhikadia, Practicing Company Secretary (Membership in ‘FOR’ and partially in ‘AGAINST’, but the total
no. 8024) to act as Scrutinizer for conducting the voting number in ‘FOR/AGAINST’ taken together should
and e-voting process in a fair and transparent manner. not exceed your total shareholding as on the cut-
off date. You may also choose the option ‘ABSTAIN’
b) The remote e-voting period commences on September and the shares held will not be counted under
14, 2018 (9:00 am) and ends on September 16, 2018 (5:00 either head.
pm). During this period, the members of the Company,
holding shares either in physical form or dematerialised viii. Members holding multiple folios/demat accounts
form, as on the cut-off date i.e. September 10, 2018, shall choose the voting process separately for
may cast their votes by remote e-voting. The remote each folio/demat account.
e-voting module shall be disabled by Karvy for voting
ix. Cast your votes by selecting an appropriate option
thereafter.
and click on ‘SUBMIT’. A confirmation box will be
c) Once the vote on a resolution is cast by the member, displayed. Click ‘OK’ to confirm else ‘CANCEL’
such member shall not be allowed to change it to modify. Once you confirm, you will not be
subsequently. allowed to modify your vote subsequently.
During the voting period, you can login multiple
d) A person who is not a member as on cut-off date should times for voting, till you have confirmed that you
treat this Notice for information purpose only. have voted on the resolution.

14. PROCESS AND MANNER FOR REMOTE E-VOTING x. Corporate/Institutional Members (i.e. other than
A. Members whose email IDs are registered with the individuals, HUF, NRI, etc.) are required to send
Company/Karvy/DPs will receive an email from Karvy scanned copy (PDF/ JPG Format) of the relevant
informing them of their User-ID and Password. Once board resolution / authority letter etc. together
the Member receives the email, he or she will need to with attested specimen signature of the duly
go through the following steps to complete the remote authorised signatory(ies) who are authorised
e-voting process: to vote, to the scrutinizer through email at
helishah286@gmail.com. They may also upload
i. 
Use this URL https://evoting.karvy.com for the same in the e-voting module in their login. The
e-voting: scanned image of the above documents should be
in the naming format “Shalby Limited_EVENT No.”
ii. Enter the login credentials (user id and password)
which will be sent separately. However, if you are xi. Remote e-voting facility where members can cast
already registered with Karvy for e-voting, you can their vote online shall be open from September
use your existing user id and password for casting 14, 2018 (9.00 a.m.) till September 16,2018
your votes. (5.00 p.m.)
iii. After entering the details appropriately, click on xii. In case of any queries, you may refer the Frequently
LOGIN. Asked Questions (FAQs) section for shareholders
and e-voting User Manual available at the
iv. You will reach the password change menu, wherein
“Downloads” section of https://evoting.karvy.com
you are required to mandatorily change your
or contact Karvy on 1800 345 4001 (toll free).
password. The new password shall comprise of
minimum 8 characters with at least one upper case B. In case, a member receives physical copy of the Notice of
(A-Z), one lower case (a-z), one numeric value (0-9) AGM [for members whose email IDs are not registered]:
and a special character (@,#,$,etc.). It is strongly
a) User ID and initial password is provided alongwith
recommended not to share your password with
annual report :
any other person and take utmost care to keep
your password confidential. b) Please follow all steps from Sl. No. (i) to Sl. No. (xii)
above to cast vote.
v. You need to login again with the new credentials.
vi. On successful login, the system will prompt you to C. Any person who becomes a member of the Company
select the remote e-voting for Shalby Limited. after dispatch of the Notice of the Meeting and holding
shares as on the cut-off date i.e. September 10, 2018,
vii. On the voting page, the number of shares (which may obtain the User ID and password in the manner as
represents the number of votes) as held by the mentioned below:
member as on the cut-off date will appear. If you
desire to cast all the votes assenting/dissenting i. If e-mail address or mobile number of the member
to the resolution, then enter all shares and click is registered against Folio No. / DP ID Client ID,

Annual Report 2017-18 237


then on the home page of https://evoting.karvy. 17. Non-Resident Indian members are requested to inform Karvy
com, the member may click “Forgot Password” / respective DPs, immediately of
and enter Folio No. or DP ID Client ID and PAN to
generate a password. a. Change in their residential status on return to India for
permanent settlement.
ii. Member may send an e-mail request to evoting@
karvy.com. If the member is already registered b. Particulars of their bank account maintaining in India
with Karvy e-voting platform then he can use his with complete name, branch, account type, account
existing User ID and password for casting the vote number and address of the bank with pin code number,
through remote e-voting. if not furnished earlier.
iii. Member may call Karvy’s toll free number 1-800- 18. Members holding shares in electronic form must inform
3454-001. about change in address to their respective Depository
iv. 
If the mobile number of the member is registered Participant only and not to the Company or the Company’s
against Folio No. / DP ID Client ID, the member may Registrar and Transfer Agent.
send SMS: MYEPWD <space>E-Voting Event Number +
Folio No. or DP ID Client ID to 9212993399 19. Members are requested to bring their copy of Annual Report
at the meeting.
Example for NSDL: MYEPWD <SPACE>
EXPLANATORY STATEMENT PURSUANT TO
IN12345612345678 SECTION 102 OF THE COMPANIES ACT, 2013
Example for CDSL :MYEPWD <SPACE>
1402345612345678 Item No. 3
Pursuant to provision of Section 139 (2) of the Companies Act,
Example for Physical :MYEPWD <SPACE>
2013 (“the Act”), a listed Company shall not appoint an audit firm
XXXX1234567890 as auditor for more than two terms of five consecutive years.

v. 
A person, whose name is recorded in the register M/s. G K Choksi & Co., Chartered Accountants were appointed
of members or in the register of beneficial owners as the Statutory Auditors of the Company at the Annual General
maintained by the depositories as on the cut-off date Meeting (“AGM) of the Company held on September 30, 2008 and
i.e. September 10, 2018, only shall be entitled to avail in compliance with the aforesaid requirement of the Act, M/s. G
the facility of remote e-voting as well as voting at the K Choksi & Co., existing auditors of the Company will retire at the
AGM through ballot paper.
forthcoming AGM.
Please note -
Based on the recommendation of Audit and Risk Management
•  eep your most updated email id registered with the
K Committee, the Board of Directors of the Company has considered
Company / your DP, to receive timely communications. and recommended to appoint M/s. T R Chadha & Co. LLP, Chartered
•  otify change of address, or particulars of your
N Accountants (Firm Registration No. 006711N) as a Statutory
bank account details, to the respective Depository Auditors of the Company for a period of five years, commencing
Participant in case of shares held in demat mode / to from conclusion of 14th AGM till the conclusion of 19th AGM of the
the Karvy R &T Agent of the Company in case of shares Company, in place of retiring auditor M/s. G K Choksi & Co.
held in physical mode.
Brief profile of M/s. T R Chadha & Co. LLP
15. The Scrutinizer after conclusion of voting at the AGM, first M/s. T R Chadha & Co. LLP, Chartered Accountants, was established
count the votes cast at the meeting and unblock the votes in the year 1946 by Late Mr. T R Chadha and is having currently 9
cast through remote e-voting in presence of at least two branches across pan India supported by 17 experienced partners,
witnesses not in the employment of the company and shall
who have experience of statutory audit, tax audit and internal
make not later than three days of the conclusion of the AGM
audit assignments of various entities. They have experience in the
a Consolidated Scrutinizer’s Report of the total votes cast
in favour or against or invalid votes, if any, forthwith to the Ind AS requirements and implementation. M/s. T R Chadha & Co.
Chairman of the Company or any other director or person LLP holds Peer Review Certificate issued by the Peer Review Board
authorized, who shall countersign the same and declare the of the Institute of Chartered Accountants of India.
result of the voting forthwith.
M/s. T R Chadha & Co. LLP, Chartered Accountants, have consented
16. The results so declared along with Scrutinizer’s Report shall to the said appointment and confirmed that their appointment, if
be placed on the Company’s website www.shalby.org and made, would be within the limits specified under Section 141(3)
on the website of Karvy and shall also be disseminated (g) of the Act. They have further confirmed that they are not
on the website of Stock Exchanges, where the Company’s disqualified to be appointed as independent auditors in terms of
shares are listed. the provisions of the Section 139 and Section 141 of the Act read

238 Shalby Multi-Specialty HospitalS


with the provisions of the Companies (Audit and Auditors) Rules, of Directors) Rules, 2014 and Regulation 16(b) of the SEBI (Listing
2014. M/s. T R Chadha & Co, LLP were associated with our Company Obligations and Disclosure Requirements) Regulations, 2015
as internal auditors of the Company before their appointment as (‘Listing Regulations’) for her appointment as an Independent
Statutory Auditors of the Company. Director of the Company. The Board considers that her association
would be of immense benefit to the Company and it is desirable
None of the Directors/Key Managerial Personnel of the Company
to avail services of Mrs. Sujana Shah as an Independent Director.
and their relatives are concerned or interested, financially or
otherwise in the Resolution set out at item No. 3 of the notice.
Mrs. Sujana Shah is interested in the resolution set out in item No
The Board recommends the Resolution set forth in item No. 3 of 5 of the notice with regard to her re-appointment. Relatives of Mrs.
the notice for approval of the Members. Sujana Shah may be deemed to be interested in the resolution to
the extent of their shareholding interest, if any in the Company.
Item No. 4 Details of Mrs. Shah are Annexed herewith.
Mr. Ashok Bhatia (DIN: 02090239) was appointed as Additional
Independent Director through a circular resolution passed by the Save and except the above, none of the other Directors /
Directors effective from October 23, 2017. As Mr. Bhatia has more Key Managerial Personnel of the Company / their relatives
than 37 years of rich professional experience, he can enhance the are, in any way, concerned or interested, financially or otherwise,
value and the growth of business development of the Company. in this resolution.
The Board of Directors in their meeting held on May 7, 2018 has The Board recommends the Ordinary Resolution as set out at Item
changed the category from Independent to Non independent No. 5 of the Notice for approval by members.
director. The Board, based on performance evaluation and as per
the recommendation of NRC, considers that, given his background Item No. 6
and experience, the continued association of Mr. Bhatia would The Board, on the recommendation of the Audit and Risk
be beneficial to the Company. Accordingly it is proposed to re- Management Committee, has approved the appointment of
appoint Mr. Bhatia as Non executive non independent director of M/s. Borad Sanjay B & Associates, Cost Accountants, Ahmedabad
the Company whose office is liable to retire by rotation.
as the Cost Auditors of the Company to audit the cost records
Mr. Ashok Bhatia is interested in the resolution set out in item No of the Company for the financial year ending on March 31, 2019
4 of the notice with regard to his re-appointment. Relatives of Mr. at a remuneration of ` 1,00,000/- (Rupees One Lakh Only) plus
Ashok Bhatia may be deemed to be interested in the resolution to applicable taxes and reimbursement of out of pocket expenses.
the extent of their shareholding interest, if any in the Company.
Details of Mr. Bhatia are annexed herewith. In accordance with the provisions of Section 148 of the Companies
Act, 2013 read with the Companies (Audit and Auditors) Rules,
Save and except the above, none of the other Directors / Key 2014, the remuneration payable to the Cost Auditors has to be
Managerial Personnel of the Company / their relatives are, in ratified by the members of the Company.
any way, concerned or interested, financially or otherwise, in this
resolution. This statement may also be regarded as an appropriate Accordingly, consent of the members is sought for passing an
disclosure under the Act and the Listing regulations. Ordinary Resolution as set out at Item No. 6 of the Notice for
ratification of the remuneration payable to the Cost Auditors for
The Board recommends the Ordinary Resolution as set out at Item
the financial year ending March 31, 2019.
No. 4 of the Notice for approval by members.
None of the Directors / Key Managerial Personnel of the Company
Item No. 5 / their relatives are, in any way, concerned or interested, financially
The Board of Directors, on the recommendation of Nomination
or otherwise, in the resolution set out at Item No. 6 of the Notice.
and Remuneration Committee, appointed Mrs. Sujana Shah
(DIN: 08100410) as an Additional Director in the category of The Board recommends the Ordinary Resolution as set out at Item
Independent Director of the Company for a period of 5 (Five) years No. 6 of the Notice for approval by the shareholders.
with effect from May 7, 2018 under Section 149, 161(1) of the
Companies Act, 2013 (”the Act”) read with Article 38 and 40 of the By Order of the Board of Directors
Articles of Association of the Company. Pursuant to Section 161 of For, Shalby Limited
the Act, Mrs. Sujana Shah holds office up to the date of the ensuing
Annual General Meeting. The Company has received a notice from Place : Ahmedabad Jayesh Patel
a member proposing her candidature for the office of Director of Date : May 7, 2018  Company Secretary
the Company.
Regd. Office: Shalby Hospitals,
In the opinion of the Board, Mrs. Sujana Shah fulfills the conditions Opp. Karnavati Club
specified in the Act, the Companies (Appointment and Qualification S. G. Road, Ahmedabad 380015

Annual Report 2017-18 239


Information required pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and Secretarial Standard on General Meetings (SS-2), in respect of Directors seeking appointment / re-appointment at the

240
14th Annual General Meeting
Name of Director Mr. Shyamal Joshi [DIN: 00005766] Mr. Ashok Bhatia [DIN: 02090239] Mrs. Sujana Shah [DIN: 08100410]
Age in completed years (as on March 68 64 40
31, 2018)
Date of first appointment on the June 1, 2010 October 23, 2017 May 7, 2018
Board
Qualification / Brief Resume / Mr. Shyamal Joshi holds a bachelors’ degree in Mr. Ashok Bhatia holds a bachelors’ degree in Mrs. Sujana Shah is a commerce graduate from
Expertise in specific functional area commerce from Gujarat University. He is also a science from Punjab University, and a masters’ Gujarat University and member of Institute of
/ experience member of the Institute of Chartered Accountants degree in business administration, with a Chartered Accounts of India. She is practicing
of India. He has vast experience in various areas specialization in marketing management Chartered Accountant and has vast experience
including corporate strategy and fund raising. from the Adam Smith University of America, over 17 Years in the fields of finance, accounts,
United States of America. He has more than 37 audit, direct - indirect taxes, banking, treasury
years of professional experience. In the past, etc. She is presently associated with V.R.
he has been associated with Indo-Pharma Shah & Associates as a partner. She has been
Pharmaceutical Works Limited and Cadila the statutory and internal auditor for most

Shalby Multi-Specialty HospitalS


Healthcare Limited. reputed public Banks of India.
No. of Shares held in the Company 2006 equity shares 1755 equity shares Nil
Relationship with other Directors None None None
and Key Managerial Personnel
No of meetings of the Board 4 2 Not Applicable
attended during the year
Other Directorships 1. Nila Infrastructure Limited None None
2. Adani Wilmar Limited
3. Vrundavan Shalby Hospitals Limited
4. Parsa Kente Coilleries Limited
5. CSPGCL Ael Parsa Collieries Limited
Chairmanship / Membership of Name of Name of * Chairman/ Name of Name of * Chairman/ Name of Name of * Chairman/
Committees of other companies
Company Committee Member Company Committee Member Company Committee Member
Nila AC Chairman None None None None None None
Infrastructure NRC Chairman
Limited CSR Chairman
CC Chairman
Parsa Kente AC Member
Coilleries Limited
*Abbreviation
AC – Audit Committee
SRC – Stakeholders Relationship Committee
NRC – Nomination and Remuneration Committee
CSR – Corporate Social Responsibility Committee
CC – Compensation Committee
Shalby Limited
Regd. Off. Shalby Hospitals, Opp. Karnavati Club, S. G. Road, Ahmedabad 380015, Gujarat India
Phone +91 79 40203000 Fax : +91 79 40203109 email: companysecretary@shalby.in
CIN: L85110GJ2004PLC044667

ATTENDANCE SLIP
14th Annual General Meeting –September 17, 2018 at 9:30 a.m.

I hereby certify that I am a registered member / proxy for the registered member of the company.

I hereby record my presence at the fourteenth Annual General Meeting of the Company being held on Monday, September 17, 2018
at 9:30 a.m. at H. T. Parekh Hall, The Ahmedabad Management Association, ATIRA Campus, Dr. Vikram Sarabhai Marg, University Area,
Ahmedabad 380015.

Regd. Folio No. / DP ID and Client ID

Name & Address of the Member

Joint holder 1

Joint holder 2

No. of equity shares held


Signature of Member Signature of Proxy

Note: Please complete this slip in legible writing and hand it over at the entrance of meeting venue.

Members may please note the user id and password given below for the purpose of e-voting in terms of Section 108 and applicable
provisions of the Companies Act, 2013 and rules.

Electronic Voting Particulars

EVSN (Electronic Voting Sequence No.) User ID Password


Route Map
"

Shalby Limited
Regd. Off. Shalby Hospitals, Opp. Karnavati Club, S. G. Road, Ahmedabad 380015, Gujarat India
Phone +91 79 40203000 Fax : +91 79 40203109 email: companysecretary@shalby.in
CIN: L85110GJ2004PLC044667

Form no. MGT-11


PROXY FORM
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

CIN L85110GJ2004PLC044667
Name of Company Shalby Limited
Registered office Shalby Hospitals, Opp. Karnavati Club, S. G. Road, Ahmedabad 380015, Gujarat India
Name of Member

Registered Address

Email ID
Folio No. / DP ID & Client ID

No. of Shares held

I / We, being the member(s) of above Company holding __________ shares, hereby appoint below at Sr. No. 1 or failing him Sr. No. 2 or failing him
Sr. No. 3.

Sr. Name of Proxy(ies) Address & Email ID Signature


1

as my / our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 14th Annual General Meeting of the Company, to be held on
Monday, September 17, 2018 at 9:30 a.m. at H. T. Parekh Hall, The Ahmedabad Management Association, ATIRA Campus, Dr. Vikram Sarabhai Marg,
University Area, Ahmedabad 380015 and at any adjournment thereof in respect of such resolutions as are indicated below:
Resolution No. Resolution For Against
1 Receive, consider and adopt the Audited Financial Statements (standalone and consolidated), the
reports of Board of Directors and Auditors thereon
2 Appointment of Mr. Shyamal Joshi, a Director retire by rotation
3. Appointment of M/s. T R Chadha & Co. LLP, Chartered Accountants, as Statutory Auditors of the
Company in place of existing Auditors.
4. Appointment of Mr. Ashok Bhatia as Non-Executive Non-Independent Director
5. Appointment of Mrs. Sujana Shah as Non-Executive Independent Director
6. Ratifying remuneration of Cost Auditor for the FY 2018-19

Signed this day of 2018


Affix
revenue
Signature of Proxy holder Signature of Member stamp

Notes:
1. The form of proxy in order to be effective should be duly completed and deposited at the registered office of the Company, not later than 48
hours before the commencement of the Meeting.
2. It is optional to put ’x’ in the appropriate column against the resolutions indicated in the box. If you leave the ’For’ or ‘Against’ column blank
against any or all Resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.
"

3. Please complete all details including details of Member(s) before submission.


SHALBY LIMITED
CIN: L85110GJ2004PLC044667
REGISTERED AND CORPORATE OFFICE
Shalby Hospitals, Opp. Karnavati Club, S. G. Road,
Ahmedabad 380015, Gujarat, India.

Tel: +91 79 4020 3000 | Fax: +91 79 4020 3109 | Email: info@shalby.org | Web: www.shalby.org
Emergency: +91 79 4020 3111, +91 99240 23456

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